Haute Lumière
Commerce · III.07 · MMXXVI · daylight
For the person working inside a gainshare arrangement — where a defined share of verified improvement returns to the people who created it. This chapter is the one that decides whether your share is real, because a gainshare is only as honest as the measurement underneath it, and this is the chapter about the measurement.
Everyone else in this book is deciding how to present a set of accounts. You are being paid out of one.
That changes which sentence in the chapter is load-bearing for you. For the finance director it is the uplift of £425,817. For the lender it is the 3.92 times that did not move. For you it is one line in the Destiny movement, and it is the most important sentence in this workbook:
Revaluation informs financing; physical quantities inform pay.
That is a rule about your money. Learn why it exists and you will be able to read your own scheme document better than the person who drafted it.
Exercise 1.1 — Find the measure and classify it (two hours)
Take your scheme document and find the definition of the improvement your share is calculated on. Then classify it into one of three:
| Kind | Example | Can it be moved by somebody's assumption? |
|---|---|---|
| A physical quantity | tonnes, head, cubic metres, units shipped, hours saved | No |
| A realised money amount | cash received, invoiced revenue, a paid cost avoided | No, but it can be timed |
| An unrealised fair value movement | a revaluation, a mark, an estimate | Yes, entirely |
The chapter shows exactly how far the third can travel. Hold volumes constant — 971 cubic metres grown, 300 removed, 14,835 standing — and move the price to 75 percent of £34.00. The fair value movement goes from plus £21,681 to minus £98,113. Same forest. Same growth. Same work by the same people. A swing of £119,795 on a line that no one on the ground touched.
If your share is calculated on a number of the third kind, your pay has a commodity price embedded in it and nobody told you.
Exercise 1.2 — Five questions to ask, in writing (one hour)
Ask these of whoever administers the scheme, and ask in writing so the answer exists afterwards.
Question five is the one that tells you everything. In the chapter's shock case the stock grew and the accounts got worse, and a scheme that has not decided in advance what happens in that year will decide it in that year, under pressure, in a room you are not in.
Exercise 1.3 — Your own four-column account (one hour, then weekly)
Whatever your share is measured on, keep your own record of the physical side.
opening + additions - reductions ± revaluation = closing
Volume in the middle two columns, price in the fourth, never mixed. Ten minutes a week. Freeze your definition in writing with a date before the first count.
This is not suspicion. It is the same discipline the finance director is being asked to adopt, applied one level down, and the person who has kept it for two years is the person whose number is believed when two records disagree.
Exercise 2.1 — Trace the money (three hours)
Follow one improvement all the way through, and write each step down.
The work. Somebody changed a rotation, a thinning cycle, a maintenance interval, a feed regime. A physical quantity moved.
The recognition. Under the cost model that improvement enters the accounts as nothing, or as a cost. Under fair value it enters as a movement — plus £21,681 on the illustrative wood, plus £12,000 on the herd — and £62,000 and £29,000 of depreciation stop as well, giving a total swing of £124,681 across the two stocks.
The tax. On the illustrative farm, £277,497 of the uplift carries no deferred tax at all and £148,320 carries £37,080. 8.7 percent of the recognised growth.
The covenant. Operating profit rises 37.8 percent to £454,681; net debt to EBITDA stays at 3.92 times, because the facility's definition of Consolidated EBITDA strips unrealised movements out.
The pool. Now ask the question this whole trace was for: which of those four numbers is your share calculated on? If it is the second, your pay contains a price index. If it is the first, it does not.
Exercise 2.2 — The cost of being measured (90 minutes)
Verification is not free and you should know the figure, because it is the number that gets a scheme cancelled.
audit fee uplift, significant-risk Level 3 £ 18,060
independent valuations, annual £ 20,000
side letter over five years £ 1,600
TOTAL ANNUAL COST £ 39,660
Against a 35 basis point margin step-down on £2,450,000 that is 0.22 times cover and a loss of £31,085 a year. On the marginal cost of £7,500, against a different counterparty, the same evidence covers 2.16 times.
The scheme you are in survives on the second calculation, not the first. If your verification is a cost nobody else was going to bear, it is fragile. If it is work somebody else already commissions — an insurer, a valuer, a regulator, a revenue authority — it is durable. Find out which yours is, because that is a better predictor of whether the scheme exists in five years than anything in the scheme document.
Exercise 2.3 — The ratchet, and what protects you (one hour)
Two protections, both of which the chapter's logic gives you the language for.
The frozen baseline. Ask whether the baseline resets each period. If every gain raises the bar you are next measured against, the same effort yields less each cycle. A well-drafted scheme holds the baseline for a stated term or ratchets on a published schedule everyone can see coming.
The frozen basis. Ask the same question about the accounting basis. If the firm changes how it measures a stock — cost model to fair value, or back — your measure changes underneath you without anybody deciding to change your pay. The lender protects itself against exactly this with a frozen-GAAP clause costing about £8,000. Ask for the equivalent sentence in the scheme document: the measure is computed on the accounting basis in force at the date of this agreement, and a change of basis requires a restated baseline.
That is one sentence and it costs nothing. It is the single most valuable thing in this workbook and almost no scheme document contains it.
Exercise 3.1 — Build the claim on the physical column (two weeks)
A claim built on a money figure invites an argument about the figure. A claim built on a quantity invites an argument about the count, which you will win, because you did the counting and you have kept the account since week one.
Write it in four lines:
Exercise 3.2 — Ask for the structural thing, not the number (one meeting)
There are three asks available and they are not equally valuable. In order:
First, the measure. Ask for your share to be computed on a physical quantity wherever one exists. This is not a request for more money. It is a request for the same money on a basis that cannot be moved by a commodity index, and it is easier to grant than a rise because it costs nothing today.
Second, the confirmation. Ask that the person who confirms the count is not the person who produces it. This single rule is what separates a schedule from a claim, and it protects the scheme's credibility as much as yours.
Third, the visibility. Ask that the physical account appears in the same pack, in the same place, every period. Anything reviewed monthly persists; anything reviewed by exception does not.
Only after those three is it worth discussing the percentage. A larger share of a measure that can be moved by somebody else's index is worth less than a smaller share of a count.
Exercise 3.3 — The year it goes badly (90 minutes, before it happens)
Write, now, what you would want to be true in the year the stock grows and the accounts get worse. On the illustrative farm that year looks like this: the wood grew 971 cubic metres, the reported movement was minus £98,113, operating profit fell to £334,887, and interest cover landed at 2.36 times against a 2.50 times covenant.
In that year somebody in the business will have to say two true things at once: the reported result was poor and the stock grew. The only document that can say both is a four-column account, and if it does not already exist by then, it will not be built in time to help you.
Build it now, in the good year. That is the whole of this workbook in one instruction.
The account in Exercise 1.3 looks abstract until you put a real unit in it, so here it is three ways. The point is that none of these needs a system, a budget or anybody's permission — a notebook and ten minutes a week is the whole apparatus.
In a wood. Opening standing volume, growth, removals, closing standing volume, and the price in its own column. On the illustrative farm: 14,164 cubic metres opening, 971 grown, 300 removed, 14,835 closing. In the good year and the bad year those four figures were identical, and that is the entire argument for being paid on them.
On a line. Opening trained operators, qualified during the period, left during the period, closing trained operators. The reductions column is the one nobody keeps and it is the one that explains the year.
In a maintenance function. Opening assets inside their condition tolerance, returned to tolerance during the period, fallen out of tolerance, closing. A supervisor who has kept that for two years can settle an argument in one page.
Exercise 3.4 — Write one claim, in full, this quarter (three hours)
Take one improvement you contributed to and write the four lines properly. Not as a grievance and not as a request — as a record, in the format above, with the confirmation named.
Then read it back and ask the only question that matters: could somebody who dislikes me verify every line of this without speaking to me? If yes, it is a claim. If no, it is an account of a claim, and it will be treated as one.
Keep a copy. Schemes change, administrators change, firms are sold. The physical record you kept, with its frozen definition and its date, travels with you and is the reason your next arrangement starts from a real baseline rather than a negotiation.
Four parts, and a gainshare missing any one of them is a discretionary bonus wearing the word.
Read your own document against those four this week. Where one is missing, that absence is the most valuable finding you will produce this quarter, and it is worth more than any single payment, because it recurs.
One. Can you say what kind of number your share is computed on — physical, realised, or unrealised — and quote the clause?
Two. Do you keep your own four-column account, with a definition frozen and dated?
Three. Do you know who confirms the count, and that it is not the person who produces it?
Four. Does your scheme have a change-of-basis clause? If not, have you asked for one in writing?
Five. Do you know whether the verification your scheme depends on is a cost somebody else is already bearing — £7,500 marginal — or one that exists only for the scheme — £20,000 gross?
Six. Have you written down, in advance, what you want to be true in the year the quantity rises and the money falls?
Six yeses and your share is real and durable. The two that are almost always missing are the fourth and the sixth, and they are the two that cost nothing to fix and everything to fix late.
And one thing worth saying plainly. None of this is adversarial. A scheme measured on quantities is easier for the firm to administer, easier for the auditor to confirm, and far easier to defend in the year the numbers disappoint. You are not asking for protection at somebody's expense; you are asking for the version that survives, and the person who asks for it first is usually the person who ends up drafting it.
Read your own scheme document this week rather than next. It takes forty minutes, it is the only document in your working life whose terms are entirely about you, and almost nobody inside a scheme has read theirs all the way to the definitions.