How does one introduce competition in an industry?

Stephen Pitt-Walker

So you expand the contract basis or the basis for the ability to churn customers. So you do that on a sliding scale. And so you allow competition outside of the territory, uh, in which the, the allocated customers had been initially granted to the new business entities. And once that happens, once you do privatize, then ultimately it's the businesses that decide for themselves within, within a regulated bandwidth about their, well, their marketing mix, how they're going to particularly price their products, how they're going to attract new customers, how they're going to retain their customers and all of those, not just pricing, but promotion and positioning and placement and, and other elements of the marketing mix that end up or lead to the retention of, and the, and the acquisition of new customers, which was ultimately the aim, you know, and, uh, and, and so to produce more competition in the market, which was hopefully and designed to reduce the price to the end consumer.

Maureen Farmer

During that period of time, when you were involved in this work, what was your relationship to the board and what questions might they have had?

Stephen Pitt-Walker

So as the program director of that activity or that function, my relationship to the board was a reporting relationship. So it was very much whether we were on target on budget, whether we were managing our risks from each of those perspectives I talked about earlier, um, from system to customer base expansion and the setting up and corporatizing of the environments inside the territories for the new businesses, retail, distribution, generation. And so it was certainly to answer questions, but particularly related to the program in Particularly related to the risks, but also some of the interestingly, some of the technical detail, which wasn't particularly my space. Then I hadn't necessarily met the technologies that were being used to transmit data, for example, at the time.

And that's where I initially did meet those and got and became familiar with them and understood them and then ultimately became expert in them from the point of view of remote telemetry of data, specifically around the collection of data from not only the network itself for process control and management, which is a significant part of the job that needs to be done across that network from generation to the distribution network to the retail network, all of which had different pressures and different requirements to get to the end customer, and that's that's in in engineer in an engineering sense, of course, but also a systems and I T system sense because that data is collected by by SCADA. And then it's it's sent to a hosted system, which then works the data and analyzes the data and then Controls the environment controls the network through the data and also provides customer data as well now particularly through smart metering and those sorts of things so you know I think that my relationship to the board was was to report on that also legals and the setting up of liability functions such as, you know, public liability and, um, indemnity insurances for the network and network providers. So it was a, it was sort of a full business modeling exercise. As I said, the only thing that we really didn't get involved with was anything beyond the initial customer pricing structures and, um, and the building of the system support to support a customer base for the discrete entities as they were disaggregated from the monolithic body that was Victorian Gas and Fuel Corporation.

Maureen Farmer

Were you an employee of that organization?

Stephen Pitt-Walker

No, I was a consultant, so I was employed as a consultant. That was when I had left the military and I was in my first consulting role. The company was called SMS Consulting Group. That was the acronym for Strategic Management Sciences Group. It was a company that was a relatively new company. It was set up by a number of directors who'd come out of companies like DMR from Canada, for example, from Bain, from Booz Allen Hamilton, at the time, also, uh, Anderson Consulting, back in those days, I date myself here, and so that, they, they had Started that company, it was a boutique company, but it was very strong in the local market, particularly in Victoria, became Asia, Asia pack wide, they were known Asia pack wide and were ultimately sold some years after I'd left them. And I went in there as a managing consultant, having left the military and also the university having, although at the time I was also still lecturing at the university of Melbourne.

Maureen Farmer

How would you characterize the change in the M& A space over the period that you have worked in it?

Stephen Pitt-Walker

Well, it spans, you know, we're spanning back there to that, that very first chapter, uh, back to the late 1990s, mid to late 1990s, uh, and I guess I moved from there into technology services M&A, strategic outsourcing M&A, where the very large deals that I structured or lead and structured were, uh, the purchasing of the whole I. organizations of large businesses, multinational corporations who were seeking to reduce cost, streamline delivery efficiencies and and effectiveness by handing over their IT organization from a business as usual point of view in particular, but also professional services development to some degree into a large managed services environment and provider. And that was, uh, Compaq and HP, uh, for me, and those large corporations included companies like, for example, uh, Lucent, Bell, Bell Technologies and Labs, uh, Citigroup. Optus in Australia, Ericsson in Sweden, Merrill Lynch in the United States, AstraZeneca, um, as well. So they were, they were global or multi geography accounts that, um, that were runners accounts, but of course we had to purchase the business, so we did what effectively was a, an acquisition. We ran that as a program.

I ran that from the point of view of not the sales organization, but rather the delivery organization, though I ran, uh, and had very much input into the assumptions and also the commercials. By and large, also, of course, the schedules of services and service levels, uh, SLAs, SLMs, and all of the vendor relationship metrics, as well as the due diligence processes pre contract in terms of HR technology, uh, service delivery, business processes, legal and financial up to contract. And then when we went to contract, that was what we considered transition. So we transitioned the business that was from an ownership point of view. So the transaction had been done. We took ownership. We then completed full discovery and due diligence.

Having done that, we finalized the contract in what you might call honing the contract, putting the thumbscrews on it. Uh, and then thereafter we transformed the environment. By taking it over and then moving it in house into, uh, one of the large providers, the HP type environment for outsource managed services, eBMS, electronic business management, remote management and operations management into our very large centers and for, The distributed computing environment, we would maintain those through an on site break fix organization. And that generally completed my part of the process, so pre contract, negotiation, due diligence, lead the negotiation from a service delivery and service management point of view, and then into Execute the contract and implement the contracted relationship, including management to business as usual standards and service levels above baseline from the contract in terms of additional resource consumption on a professional services development, SDLC or implementation point of view, infrastructure or software, and from from there, bringing that that environment, that organization, People process technology in house, that is in house to the, to HP. So bringing it into the HP environment, ecosystem and the management framework technologies as well, of course.

Maureen Farmer

Wow. In that particular environment, what do you see as the biggest challenge? And it's probably not a fair question. There's probably many of them. But if you could just talk a little bit about some of the challenges and how you overcame them.

Stephen Pitt-Walker

No, it's a good question. And there were many challenges. And I guess they're, they're the challenges of meeting your, your budget, risk, quality and time. Constraints and objectives from a program, programmatic point of view, but also ensuring that you're maintaining customer satisfaction during that and meeting service levels and reporting on those too. But I think the biggest challenge wasn't so much from the customer side as it was from the provider side, the, the outsourcer. And that was because there were so many moving parts in terms of a matrix organization with so many different areas of specialization owned by different countries, different country management structures to bring together in an orchestrated way to produce an outcome on time on budget and to make it look smooth. And to manage all of the risks of that from the people and resource and skills point of view as well, to manage readiness groups, to do the transitions, the, the country by country transition transformations, was a very, was a, was probably a space that, that was difficult, but also difficult. From the point of view of the internal organization, fighting over the transition budget and, and making sure that then that trans, transition budget, from my point of view, certainly maintained its integrity.

And so transition was being used for transition, and not some other things. And actually I would add to that, that's a political dynamic. That's not just a delivery or tech or a technocratic managerial dynamic and set of requirements. Even though clearly there is a business requirements statement written for the programs, each of the programs as you roll them out country by country to bring them to transition, transform them and bring them in house. But there's politics around that as well. Clearly there's political, there, there, there. Well, not clearly. There is a great tension and political dynamic around all of that, political and economic one, from a country point of view, and a country by country point of view, as well as the overarching account point of view, and sometimes they just weren't in a line. And so you had to iron that and iron out those wrinkles and make that in terms of deal structuring and cost spread, you had to iron those out. And that was a matter of negotiations, much as anything else. So there's a lot of negotiation post contract in terms of particularly the financial breakdown and the delivery breakdown from a resource and also a budgetary as well as a P&L point of view, who's going to own the profits. Uh, that was that. And of course they roll up to the account. But how they roll up to the account and through the country mechanisms, very important thing. I think goals and objectives were, were really interesting in terms of country management, uh, in, in some of those spaces as well.

Maureen Farmer

Can you give us a little sense of the, the differences from country to country and an example of some of the countries where you had to, where you operated, where you were working in.

Stephen Pitt-Walker

Yeah, absolutely. Well, for example, if you were rolling out as, as we did in Bydgoszcz in Poland, you might be able to find cheap resources there. They may have been cheaper than they were in London or in the UK, but the resources may not have had the same level of skill or you might not have had the depth of resource, the breadth, the number of resources in a pool to, to make sure that you could deliver.

So you had to, you had to manage that. You could deliver to the service levels, in Poland, um, the infrastructure may not have been as mature in some other places as well, for example, in the Netherlands. So you had to manage and tune the organization to delivery, but you also had to take on some training. You also had to deliver services out of Ireland, for example, as a service desk or a contact center or an operational management center, operations management center, or a remote management center in Dublin across that entire account. So you had to do a little bit of following the sun. You had to make sure that you had people there who knew what was going on in the particular countries and environments where those service levels were required, but also where there might have been some differences culturally or in terms of business requirements that needed to be managed slightly differently as well. Different scopes, for example, and also probably, you know, there's this a good example in the labor laws, which were highly differentiated across those markets in those countries. So in, for example, France or even in the Netherlands, you weren't allowed to let people go unless they had another job and until they got another job, you had to pay their salary and their benefits for a period of up to five years.

So, you know, yeah, very stringent, very, very stringent labor laws in the Netherlands and France. And France is highly unionized as well. The Netherlands highly regulated. And so you just wouldn't do it as a compliance aspect. But in, in France, if you tried, the unionization of their labor there is extremely strong or, and certainly was at the time. And so that would become an issue for you as well in other places and ways too. So, you know, and that was very different in Poland and clearly that was, that was different again in, for example, the United Kingdom. So, you know, these things were all different across those countries and, and yet we had, you had to have one unified front to deliver and you had to deliver two service levels that were written into a contract schedule of con of a contract. And at the same time, you had to deliver in some places, some variations on that, on that contractual obligation, which was very specific and tuned or customized to those local conditions.

These are some of the, some of these issues that are not technological. You know, necessarily they're, they're very much about the human and the organizational and the legal project resources, for example, very difficult to get in some places, low skill in some places, high skill in others, but always good project management resources for implementing above baseline professional services programs. Difficult to find today. They are equally as difficult to find. Many people say they are a project manager and they've done project management courses, but in my experience at that level, in that degree of complexity, In terms of the environment, the technology and the organizational environment, a project is not necessarily a project, and a program is very different to a project, and there's interdependencies to be managed in those, and I manage these, and then across the entire account is a portfolio of those programs, all of which have equally complex interdependencies and therefore risks attached to those. And to manage and mitigate those risks in order to deliver on time, on target, on budget with a quality and a standard met, that is a service level, to the level required contractually and in order to satisfy the customer is a really complex event.

Maureen Farmer

You referred to the complexities of country to country, culture to culture, regulatory, legal, and so forth. Can you talk a little about, a little bit, and I don't know if this is appropriate for this conversation, but I'll ask the question anyway, is around geopolitical risks or realities?

Stephen Pitt-Walker

Well, you know, it always is. It always is because geopolitical risk to me is encompassed by the elements of the pastel. So you've got political, which relates then to legislative and regulatory requirements and demands. and strictures and that can significantly change the economic benefits or value proposition or value created by and for both customer and provider. That can include tax relationships and tax benefits. For example, subsidies as well. I think labor laws we just talked about, and clearly that's a political issue, um, that can create economic concerns, uh, and did indeed create economic concerns for particularly the, the acquirer. In the m& a space, and so we've talked about the political, the economic and the political economic and they're two separate things, but business economics relates to to the economy more broadly on that in Europe, for example, or in a geography relates to not just that geography as a whole, but the individual countries and cultures that are at work inside that entire account, you know, there's, there's a vast difference between the very square edged, very engineering perfection of the Germans to the wonderful style and aesthetic of the Italians, for example. So these are, these are all issues, but also the, the social concerns that there, and today, today, this would be even greater than it was when I was doing those very large M&A back then. And when we're talking about, and certainly right now, in my experience of M& A acquisition and sale stakeholders, the social stakeholders, we know that there are issues with stakeholder activism across the ESG, broad ESG rainbow, if you will. And so that, that was an issue then, you know, the legal and the, and the technological are all influenced by politics and political economy as well.

So these all interact and some of those become cultural. So the social becomes a cultural issue where. Uh, in this, in the Scandinavian countries, perhaps, for example, there is a tendency to much more egalitarianism, and that's, that would be the same in the Netherlands. Fairness is an extremely important thing in those cultures. Fairness and egalitarianism, fairness, equity, egalitarianism, particularly for, for citizens of those countries, whereas there are some more, what we might call, uh, liberal capitalist, uh, and less social democratic countries in, in Europe as well, or Europe and the UK, and the UK would be representative of that. So much more oriented to what we understand is liberal capitalism and therefore not quite as. As egalitarian in culture, much more inclined to class structures and those sorts of things. And, you know, people who are very industrious are rewarded much more greatly and aren't taxed as heavily and all of those sorts of things. So it relates to the geopolitical and geoeconomic in those ways. So geoeconomics and geopolitics was always in play. And then North America, for example, is different again. And you've got some And Latin America is too, I've, I've done work in Latin America and Asia, Asia Pac, which is also different again in the countries in the individual countries or states in those spaces. We are talking about nation states here, not just, not just peoples that we're talking about peoples as well, all have very, very different. Inflections and business systems. If I may say to business systems and systems of financing and systems of a board structure, systems of corporate governance, systems of governance as a whole, and, and systems therefore of administrative guidance or, or liberal, I say fair in terms of Uh, which relates to, you know, how capital is allocated for decision making, in respect to decision making, both the executive and at the board level.

Maureen Farmer

I would love to go into the board room, uh, in a moment, but before we go there, Stephen, I would really be interested to know, you mentioned that you do international negotiations. I can only imagine the difference in negotiation style from country to country and culture to culture. How did you learn how to master that?

Stephen Pitt-Walker

The hard way! Haha. 

No, I guess I didn't only learn it by the school of hard knocks though, you know what I did do in my masters of international economics and finance. I did do courses in comparative business systems and comparative negotiation. You know, there were, there were writers like Hofstetter at the time who had laid out cultural dynamics in terms of all sorts of areas and, uh, and ways. And we talked a lot about it. We talked a lot about the different styles, you know, the, the way that power differentiation and authority was, was perceived in different cultures and the systemic aspects of that, how that related to the culture specifically in terms of hierarchy or, or in terms of dispersion, those sorts of things. And so country case studies were done and that's all wonderful, but it's. all in the classroom and you cannot learn this in the classroom. It's as simple as that. So you begin where you begin and you continue doing these negotiations and you learn from each negotiation. You fail. And we did, uh, I did in certain countries I, I certainly did in certain, at certain levels of complexity and scale, um, but you learn from each of those. And so you learn that, um, you learn what to do and you start putting, I think what happens is you start putting a methodology in and a baseline together. And for me, that probably commenced in Australia. And in, in a single country account, which was still a very large account, it was still a 350 million a dollar account. Um, and that was a very large telco in Australia from the point of view, again, of having purchased and acquired the IT organization and then delivering those services back, having transitioned, transformed them.

But then country by country in the larger multi geography spaces, you simply learn what you need to do and also that there are some pretty fundamental things to negotiations and delivering services in certain ways, in certain environments, the corporate environment, even across industries, not, you know, um, that That, that do form a baseline. So I remember in negotiation that I, I led from the, again, the services point of view at Lucent. So Lucent was, was a big telecommunications provider, hardware provider. So Bell Labs. Lucent became, or, um, what was Bell Labs in Europe. And I remember sitting at the negotiating table and it's not always the way that negotiations take place, but certainly topping and tailing and kicking it off. So initiating it, I sat across the table from, and I was a relatively young man and I was given this opportunity by a great mentor and leader of mine named Martin King, who sat in the room and watched me do this. As well, but I had produced documentation from some previous learning. So the lessons learned were captured and we did this stuff and we kept learning and honing and evolving as we went. And I remember sitting at that table with a guy from New Jersey, another Jersey boy, um, in the Netherlands working for Lucent and saying to him and he was, he was heading up. He wasn't the CIO, but he was heading up. The negotiation team. So he was a business guy, but had a technology understanding as well. And he, I said to him, you know, if, if we don't get the assumptions right around this, and I hadn't written an assumptions document, I had had that done and I had it with me. And I said, we don't get the assumptions right in terms of the due diligence and in terms of constructing the contract and the schedules, then we're going to sit here in three years time and we're going to hate each other. And that's not good for anybody. That learning had come out of another account and that had, um, that I'd, I'd been a part of, uh, and not, not from the beginning, but a part of the remediation team, which was the, the Citigroup account, which had gone very, very poorly. And by the time we got there to remediate it, the relationship was so broken because the contract was just being used as a shield, but it wasn't working.

This is another really important aspect of very large contracts and service, service level agreement driven service performance is that you need to have a mechanism to change those service levels and also the scope of the, or the statement of work or the scope of And if you don't have that, the relationship will sour. And there will be a great deal of grief. We did get in Lucent, a much better result. That was an extremely good result. I led that one through, and I think that was possibly one of my proudest moments when we did get that through and got that through to, um, transition and, um, and into transformation smoothly, you know, I mean, as smoothly as these things go and they're never smooth, but, but, you know, we knew, I don't think there were many unknown unknowns. I think we knew a lot and then we knew what we didn't know.

Maureen Farmer

Are you able to give us a sense of the size of that deal?

Stephen Pitt-Walker

Yeah it was a 450 million deal.

Maureen Farmer

And what was the duration of time from commencement to conclusion?

Stephen Pitt-Walker

It was three years, three to five years. So, that was pretty much the sweet spot. For Compaq and HP was around that, around that 350 million, probably to 550 million deal, three to five year deal on those service arrangements and purchasing the organization, uh, and, and then transforming it back into that is integrating and absorbing it into, uh, the delivery organization, the technology delivery organization for, Okay.

We did do a bigger deal, which I also led, again, from the delivery perspective and the contract perspective, the same way as I, I mentioned earlier, the same model, uh, and that was, that was in, at Ericsson in Sweden, in Stockholm, uh, and that was a 950 million deal from the services perspective. It was a 1. 5 billion deal, uh, but the, the balance was made up in, uh, in sales of hardware. So there were the two elements going on in that. 

Services, of course, is where the greater value is.

Maureen Farmer

Of course. 

Stephen Pitt-Walker

Hardware is a commodity. Services is a differentiator.

Maureen Farmer

So was it licensing at the time or was it a subscription model?

Stephen Pitt-Walker

Yes, but it was a hybrid. It could have been, you know, it was, yes, but they paid for the services. And so they were paying for services on a subscription basis, or they were paying for licenses for our products as well. I see. And for the seats, but they were paying per seat. So there was a price per seat. So essentially what it was. And this we've not discussed here, but I know you and I have discussed it previously was making sure you knew what the total cost of ownership was so that you could come up with a price per seat.

So if there were 25, 000 seats, you needed to know what the TCO was so you could spread those costs over those 25, 000 seats on the annum. And beyond that, there would certainly be deals that would be done above baseline, but we're talking about the baseline contractual managed services.

Maureen Farmer

Sure. And during that period of time, I'm sure the board was heavily involved in decision making or, uh, to your point, questioning and monitoring.

Stephen Pitt-Walker

Both the internal HP board and there was a very, some very specific boards that were for global transition, but also global services. Global managed services in the, in what was the OMS outsource managed services business, but became a BMS, which was, um, uh, electronic business managed services, and that extended to the customer as well. So the customer would have, would have a seat on an overarching board to govern the relationship. And this is an exceptionally important part of, um, multi sourcing environments. Now it wasn't a multi sourcing environment then, but I became involved later, particularly in BHP and beyond in multi sourcing environments.

Even when I was at Gartner, there were, you know, I was heavily involved in the sourcing practice. I wasn't the lead for the sourcing practice, but I had a great deal of experience clearly in this sourcing, strategic sourcing, And acquisition merger and acquisition or acquisition or organization acquisition space, uh, and the delivery thereafter. So sourcing strategy and multi vendor relationships in, in the sort of second wave or third wave of strategic outsourcing became exceptionally important because there was no longer the one vendor who was delivering. And that was never the case anyway, because even at. HP, depending on the countries we were delivering into, um, HP couldn't provide the full service suite anyway. So you would end up going to partners, OEMs and partners. So that was an, you know, and doing deals with the partners was exceptionally important as well. And making sure that you did due diligence on them, making sure that they understood the customer, that the culture was right, that the fit was right, that they were aligned with each other. HP as well as the customer, but also could deliver to the service levels. the agreed service levels. 

Maureen Farmer

Sounds like a lot of moving parts and a lot of detail.

Stephen Pitt-Walker

Yes, absolutely. And I think possibly one of the most complex environments and organizational efforts I've ever been involved with would have been some of those, the large delivery spaces. And that would always have been to a managed services and professional services provider or set of set of providers and certainly the BHP billet merger that I, the integration, the post merger integration that I led globally for the, It was a double integration actually because it wasn't just integration, it was also a restructuring because at the time the marketing organization, which was led then by Marius Kloppers, who became later the CEO of the BHP, uh, had The responsibility for drawing all of the sales and marketing resources and systems and structures out of the customer sector, the individual customer sector groups and centralizing them into one all encompassing sales and marketing organization that had to deliver services globally. And we were building at the same time. So we were not only flying the aircraft, but we we were changing the engine. While we, while we were doing it, you know, this, and that was typical of those very large M& A outsourced environments, delivery environments, uh, because we were building a new supply chain, just in time managed supply chain model, which was called end to end E2E at BHP at the time, which was just in time marketing. So you were saving money on efficiencies to the asset and from the asset all the way to down the supply chain to the to the delivery to the customer, whatever that that happened to be in whatever customer sector group, uh, that happened to apply to. And we were doing spot market trading. We were doing contract management. We were doing derivative management on futures exchanges to hedge the prices of. The commodities, for example, again, in every customer sector group, we were doing risk management systems and we were building that at the same time as implementing it and bringing it into one centralized organization and hubs for that around the world.

Maureen Farmer

My conversation with Stephen was very engaging and sadly we ran out of time, but stay tuned for the next episode where we discuss the pressures of P&L leadership!