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Coca Cola Legacy

In 1886, an Atlanta pharmacist called John Pemberton invented a drink that still remains a global acclaimed refreshment: Coca Cola. It would appear that he was only good at creating rather than selling since it was only to be found initially at soda fountain machines in a few Atlanta drug stores. A more business savvy pharmacist called Asa Candler recognized the potential in the soft drink and bought the formula from Pemberton. Like the good businessman that he was, Candler established a sales force and undertook massive advertising. By 1910 Candler had overseen the creation of a franchised bottler universe with 370 bottlers enrolled by that time. By 1916, due to the drink’s great popularity, there were 153 imitation brands. This had led to the formula for the Coca Cola syrup, with a secret ingredient known as Formula 7X, to be stored in a vault at the Trust Company of Georgia.

The hawk eyed management at the Trust Company of Georgia smelt a winner stored deep within the bowels of the building’s vault. In 1919, Ernest Woodruff, the president of the Trust Company of Georgia announced to his board that the company was going to purchase the Coca Cola Company from the Candler family. The Candlers were given $15 million in cash and $10 million in preference stock earning 7% interest per annum. The rest as they say, is history. I pulled this story out of a Harvard Business School case study titled The Board of Directors at Coca Cola Company authored by Lorsch, Khurana and Sanchez. It makes for fascinating reading as it details the metamorphosis of the board from one that was tightly managed by Ernest and his son Robert, to one that is now made up of professionals and accomplished business leaders.

More importantly, the key takeaway for me was the fact that the Candler family moved out of active management of the company as early as 1919 and became monetary beneficiaries through their shareholding. As a founder, you start off your business with vigour, vision and vitality. You create a product or provide a service that your customers love and become accustomed to. You employ staff who deliver the same and, in some instances, do it even better than you. You build an organization that is a contributor to the economy and a cog in the community in which it operates. Then you find that your adult children are not interested in managing the business. You get shocked. You descend into an existential crisis. After all didn’t you work hard to ensure that you provided for your family through the dividends of the business which is an extension of your very person?

You struggle to imagine that your head of operations, who exhibits all the right leadership competencies to manage the business, will manage the business in the event you get knocked over by a bus or succumb to an illness. It should be your daughter or your son at the driver’s helm rather than an employee, you think.

Founder transition needs to be top of mind for any entrepreneur from the first day they start the business. Start by asking yourself if you are building a business that is attractive to external buyers or one that your management team can buy themselves. In a world where human aspirations are dynamically shifting, we have to be alive to the fact that we will be lucky if our children will even be interested in spending a single day in the business that has fed, clothed and educated them for most of their privileged lives. But there is neither a social contract that requires them to take over nor a likelihood that they will be the best managers of that business.

However there is nothing stopping founders from developing a mindset shift about how to reap in absentia from where they have sown. In the Candler family example, the family were bought out of the majority in the business, but remained as shareholders and had a seat on the board of the Coca Cola Company until the mid-eighties when the grandson of Asa Candler was finally elbowed out due to age. The new owners of the business in 1919 had grown the company into the global giant that it currently is and generations of the Candler family would appear to have continued to reap what Asa Candler sowed. That was Asa’s legacy to his family. What will yours be?

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Twitter: @carolmusyoka

https://www.carolmusyoka.com/founderitis/

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Guiding The Entrepreneur To The Top of the Mountain

So an unintended but good outcome of the Covid 19 downtime was that I joined up with a group of like-minded suckers for pain who get together once a month in the name of hiking.  Over the last two years we have literally gone up frigid mountains and gone down into the hellish and scorched earth depths of dry valleys in the never ending search for adventure in the great outdoors. Our ruddy cheeks have savored the cold spray of freshwater waterfalls nestled deep in mountain forests, where getting to the glorious view requires slipping and sliding on treacherous muddy paths often jealously guarded by furious safari ants. Magical Kenya, most reassuringly, never disappoints. Consequently, more often than not many of the hikes begin with a quiet session on personal existentialism, with each of us asking ourselves what in heavens name got one out of bed four hours past the midnight witching hour to expose oneself to the brutal geographic and climatic elements.

I remembered this monthly self-flagellation in another conversation with a fairly successful entrepreneur. The man remarked that a running joke amongst many of his friends was that once revenue crosses the billion shilling mark, a good businessman had to start investing in mîgûnda (undeveloped properties) so as to keep his business risks diversified.  And this is why setting up a board, no matter how small is a critical growth path for a sustainable business. If you are in the habit of tabling your strategic initiatives in front of your board, a good set of directors will always ask the most basic question: Why? Why that area of business? Why that particular industry? Why purchase that specific piece of equipment? Why that geographical area for your next round of expansion? In the process of answering that question, an entrepreneur might start to second guess himself if the strategic initiative is incentivized by an emotional gut feel rather than a cool, calculated and research based move.

Many entrepreneurs will tell you that they started their businesses on gut feels, without the wind assistance or the annoying, straitjacketed doubts of a risk averse board of directors. The very thought of having someone question your motives when they have never been with you down in the entrepreneurial hell hole of Suguta valley makes their stomach churn. Our most recent hike was an attempt to hike to Mackinder Valley up in Mount Kenya. This is supposed to be a five to six hour hike and best started early in the morning so that you get to the viewpoint before the clouds roll in around 11 a.m. Having hiked over the last two years, some with almost catastrophic consequences, we have learnt to go with a minimum of two guides for difficult hikes. This allows us to split into groups if someone or some people need to abort the hike for whatever reason. About an hour to the target, with the rocky bluff in view, I personally couldn’t take the conditions any more. We were in a group of nine and two of us decided to throw in the towel. I had been badly afflicted by altitude sickness which apart from infusing my head with a pounding headache, had also infused my mind with an irrational anger. I had to get off the mountain immediately. There were two options, wait on the sidelines and let the majority of the group go ahead to the target point, or split the group, taking one guide and immediately begin descending which is what two of us did. `An entrepreneur’s board provides the same kind of quiet and guided assurance, helping him to scale new heights while pointing out potential pitfalls. It also provides a helping hand as the entrepreneur decides to descend the mountain after going through business difficulties, again providing a welcomed hand holding as he navigates angry creditors and, quite often, a deeply bruised ego.

A good board might be convinced by the entrepreneur to buy that mûgûnda but they will guide him to use his shareholder dividends from the business, rather than diverting operating cash flows that should be used for the company’s working capital needs. Sometimes entrepreneurs also suffer from altitude sickness and get high on their own supply of business success.  Getting a sensible board is a good helpful hand to help one descend to the zone where the business is manageable and the risks are often assessed and  quantified.

[email protected]

Twitter: @carolmusyoka

Website: www.carolmusyoka.com

 

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Apologizing is Easier Than Permission Seeking

It is easier to ask for forgiveness than to ask for permission.  A friend of mine recently told me these wise words and I had to research the source of this adage. Apparently it was popularized by Grace Murray Hopper, a U.S. Navy Rear Admiral and pioneer computer scientist but has been in use for many years before including the 1903 novel titled “A Professional Rider” by Mrs Edward Kennard where she wrote, “Once married, it would be infinitely easier to ask her father’s forgiveness, than to beg his permission beforehand.” Anyone who plays a leadership role will quite likely find themselves at this crossroad often, particularly in times of crisis when decisiveness trumps procedural bureaucracy. Kamili Investment Group Ltd or KIG (not its real name) was your typical group of  fifteen friends turned investors who had come together to pool funds to invest. They religiously sent in their monthly contributions and hunted for an economic activity in which to place the funds so as to generate a return on their investment 

 As is usual in these ‘chama’ scenarios, only four of the shareholders were active in the day to day operations of the group, ensuring that the banking and reconciliations were happening and actively looking for investment opportunities. Consequently, they were the main signatories to the KIG bank accounts and the company representatives whenever talking to the principals of potential investee companies. Needless to say, a lucrative opportunity arose to invest in an insurance company whose founding shareholder wished to sell his stake. The four KIG principals began active negotiations and due diligence which culminated in the eventual purchase and takeover of the firm. The investment was a great source of pride for all the KIG shareholders as they now had graduated from an investment group into a holding company of an operating subsidiary.  

 The four principals, who had been the initial board of directors, expanded the board by adding another three shareholders and brought in a professional set of external auditors to help place their financial reporting at an aspirational world class level. A year later after the insurance company purchase, an audited set of accounts was tabled before the board for review and approval. A hawk eyed board director who was not one of the four principals noted an extraneous payment for professional services rendered. “What services are these?” he asked. An uncomfortable silence insidiously wrapped itself around the meeting room occupants. The answer was eventually teased out, albeit with great difficulty. The four principals had paid themselves a “success fee” for finding, negotiating and eventually delivering on the successful purchase of the insurance company investment.   

Their smug rationale was that they had put in the extra time, blood, sweat and tears to find and get that investment completed.  

 All hell, just like a sack of potatoes falling off a Marikiti bound mkokoteni, broke loose. It was three against four in the meeting room, with a hapless company secretary watching in gob smacked horror. The bone of contention for the three previously blissfully ignorant directors was that such a payment should have been brought not only before the board, but tabled at the annual general meeting so that the shareholders could be asked and give approval for such a payment. “But would you have agreed to paying us for all the work we did?” asked one of the unrepentant principals. The truth is that the four principals knew beyond a shadow of a doubt that their colleagues would never have agreed to them getting a bonus payment that was essentially coming out of the shareholder funds.   

Apologizing and pretending to be penitent was calculated to be the better strategy as they knew it would be an upstream swim for shareholders to try and claw back the payments already made. They were right. The problem was, however, that severe mistrust became the jam with which board meeting tea scones were consumed following that ugly exchange. It is indeed much easier to apologize than to seek permission. Thereafter it comes at an extremely high cost: Trust, or a lack thereof. 

 [email protected] 

Twitter: @carolmusyoka

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Supermarket Governance

A man walked up to a beautiful woman at the supermarket and asked, “You know, I have lost my wife here in the supermarket. Can you talk to me for a couple of minutes?” 

The woman is intrigued and asks him, “Why?”

The man replies, “Because every time I start talking to a beautiful woman, my wife appears out of nowhere” 

 The supermarket business is a tough business. By the time Nakumatt was collapsing into a debt ridden heap, it owed about Kes 18 billion to suppliers. Hard working manufacturers, importers of goods and aggregators of fresh produce for whom delayed payments had been the bane of their cash starved existence. If the Nakumatt board of directors had been reading their board packs keenly, particularly the financial ratios, they should have noticed that the days payable ratio was growing at an alarming rate. The days payable ratio shows the amount of time that companies take to pay creditors and therefore demonstrates the rate at which a company is burning through cash. If the days payable are high, then creditors are not being paid quickly and, in fact, are actually financing the company as their debts are being used as an alternative to short term borrowing from a bank.  

 Conversely, the days receivable ratio shows the amount of time that companies take to receive payment from their debtors. In the Kenyans supermarket business these would typically be in the 3-5 day range as the bulk of shopping is done by cash or mobile money with a small percentage doing credit card purchases which take 3-5 days for the card companies to settle with the supermarket. Thus the spread between days payable and days receivable is a sweet spot for an efficiently run company: receive your sales in cash as quickly as possible and pay your creditors in the longest time that you can negotiate or dictate. This reduces a company’s need to borrow from a bank for working capital as it uses its supplier debt to finance the working capital cycle.  

 But wait a minute. Did Nakumatt even have a board in the first instance? Well they had sign boards for their more than 60 retail outlets, cheese boards for the Camembert and Brie de Meaux served at the owner’s quarterly celebratory lunch and diving boards for the owners to jump off into the depths of a plunging pool during luxurious summer holidays in the Greek Island of Mykonos. But certainly not a board of directors who should have provided independent oversight over the financial and operational performance of that supermarket behemoth.  

So it was with great pleasure when I read the June 2022 media announcement by French private sector financier Proparco on its conditional investment into the Naivas Supermarket business. Partnering with Mauritian conglomerate IBL Group and Germany’s DEG, they jointly acquired a 40% interest in Naivas. After waxing lyrical about the benefits of the investment, part of which would be used to pay out other institutional shareholders like the International Finance Corporation and a few other private equity funds, Proparco stated what opportunity lay ahead. “This transaction also offers Proparco the opportunity to provide targeted expertise to Naivas and its stakeholders on environmental, social and governance matters…as well as further developing the local eco-system involving suppliers of the Naivas store network.” 

 In the  Business Daily on June 27th 2022, an article titled “Proparco of France buys Kes 3.7 billion Naivas stake” stated that Naivas is set to close the financial year ending June 2022 with a gross turnover of $860 million (Kes 101 billion) and an ambition of raising it to $1billion(Kes 117 billion) in the next financial year. The same article quoted the IBL Group Chief Executive Arnaud Lagesse as saying, “With 84 outlets in 20 cities and towns across Kenya, it has put modern grocery within everyone’s reach. Naivas also contributes to the Kenyan economy, notably by employing over 8,000 people.” 

Naivas is not a piddling roadside kiosk. Not with an annual turnover approaching an eyewatering billion dollars and 8,000 employees in 20 towns across Kenya. That turnover is off the backs of hundreds of suppliers who in turn employ thousands of employees. Naivas, quite simply, is a substantive Kenyan economic cog. So yes Proparco, we look forward to what we hope will be obsessive governance starting with an effective board of directors and the commitment to uplifting a proudly Kenyan supplier ecosystem. This is because every time we Kenyans start getting attached to a local supermarket chain, disaster, like the missing wife in the anecdote above, appears from nowhere. Ask the Tuskys and Nakumatt owners. Proparco, you and your external shareholder consortium are riding a huge moral obligation stallion. Please do not let Naivas suppliers and employees down. Good luck! 

 [email protected] 

Twitter: @carolmusyoka 

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Founderitis Syndrome

According to Wikipedia, Founder’s Syndrome (also founderitis) is the difficulty faced by organizations, and in particular young companies such as start-ups, where one or more founders maintain disproportionate power and influence following the effective initial establishment of the organization, leading to a wide range of problems.

In this region, we have hundreds of thousands of businesses that have been started by individuals who then go on to include spouses and grown children into the organizations. But the challenge is often a successful transition of business to the second generation, particularly where the founder doesn’t believe that the entity can succeed without their presence and institutional knowledge. There are many businesses that are buried in the cemetery of dead ventures that failed to implement basic governance structures that would ensure sustainability beyond the founder’s death or incapacitation. A quick and dirty route that is often used is to give shareholding to the spouse and children so that ownership in the business is established, but the structures for ensuring continuity such as job descriptions for role holders in the business as well as reporting structures are not put in place. In some cases, having spouses and multiple children in the business can lead to fudged reporting lines for employees with demands and counter-demands ordered that lead to angst and loyalty “fault lines” emerging as some employees interpret the pecking order of the children differently.

A founder, who envisages a legacy beyond just founderitis, can set a clean path to an organization that outlives them. Giving family members job titles, with clear job descriptions and reporting lines would be a good start, accompanied by an organogram that allows internal stakeholders to know on what side their performance bread is buttered on. Setting up an “executive committee” (Exco) of management members, who report to the founder CEO, allows for a corporatized environment if meeting times are set in a calendar with a standard agenda for operational performance reporting duly designed and followed. The Exco meetings should take place in the business premises and not at family dinners to clearly demarcate the informal home environment from the more professional organizational environment and also avoids the tag of a “kitchen cabinet” emerging from other senior non-family employees. The founder should then set up a board of directors which may or may not include family members, bringing in critical external insights on how the business is performing within the general economic environment as well as establishing controls and a solid risk assessment over the business.

If the business reporting at Exco level is robust, then information flowing up to the statutory board of directors should be easier to replicate and getting experienced directors who have exposure to other boards would be an excellent way to professionalize how the board processes are structured. A key risk that many family business owners are constantly wary of is exposing their institutional secrets to outsiders who may reveal the information or, in the worst case, set up competing businesses.

A way to mitigate against this risk is to ensure careful selection of external directors who do have a track record of sitting on other boards or who are not known to be serial entrepreneurs that jump at the opportunity of starting a new business time and again. Inserting a non-compete clause in the board appointment letter as well as non-disclosure confidentiality clause could also ensure that board appointees understand their duty of loyalty to the company. While the founder may chair the board, it would be prudent if an independent chairperson is groomed to take over to ensure that the board sets its own agenda rather than that solely of the founder, particularly in the area of oversight and risk management. A good board process should also be continuity of the board itself and here the role of a nominations committee would be useful in setting board director terms, recruitment and succession planning for independent directors.

In setting up a board made up largely of independent directors, the founder ensures that the longevity of the organization is maintained as good directors should ensure that the business has the right caliber of employees who can run the venture professionally as support to existing family members as well as ensure that succession planning for critical roles is put in place. Good directors will also ensure the establishment of a credible external audit process, and a viable internal audit resource if the size of the business permits so that control of the business is maintained and identified operational risks are continually mitigated. As treasonous as it may be to imagine the death of a founder, in light of all the big retail businesses that we have seen collapse in the Kenyan boulevard of broken dreams lately, it might be useful to start having these discussions at the next family lunch.

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Twitter: @carolmusyoka

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Board and CEO Separation is a Painful Divorce Part V

Last year, I spent a lot of air time on this column commenting on the South African Peter Moyo vs Old Mutual highly publicized wrangle that provided a classic corporate governance case study on director conflict of interest, management of board conflicts and the resultant crisis communication.
Just as a reminder, on 24th May 2019 the board of Old Mutual Limited released a statement to the Johannesburg Stock Exchange that it was suspending the CEO, Peter Moyo. A few weeks later, another statement was released that Peter Moyo’s employment was being terminated. The reason given was concerns that had emerged relating to a conflict of interest in a company in which Peter Moyo was the chairman and in which Old Mutual was a shareholder. Moyo took the company to court suing for wrongful termination thus seeking reinstatement, damages to his reputation and asking the court to declare the Old Mutual board of directors as delinquent. In July 2019, Judge Brian Mashile ordered for his temporary reinstatement as CEO, but the company refused to let him into his former Old Mutual offices, leading Moyo to sue further for contempt of court.

As the case dragged on through the rest of the year, I predicted in December 2019 that the case would be settled out of court due to the high octane nature of the accusations and counter accusations that were best quietly adjudicated in the leather bound armchairs of a country club confines. Well I’m here to tell you that I have had to eat my words. For now.

On January 14th 2020, the South African High Court upheld an appeal by Old Mutual against the reinstatement of Peter Moyo as CEO and then two months later on March 17th 2020, the court dismissed Moyo’s application to prohibit the company from hiring a permanent CEO. However, Moyo’s streak of bad luck didn’t end there. A short week later, the Supreme Court of Appeal dismissed, with costs, his application for leave to appeal the January judgement that overturned the temporary reinstatement. The appeal court Justices Wallis and Eksteen said that Moyo’s intended appeal had no reasonable prospects of success and that there had been no constitutional interference with Moyo’s right to work, dignity or self-worth and that he was not entitled, as a matter of constitutional law, to employment at a particular employer.

While uncorking champagne bottles in celebration, the Old Mutual board hit the send button on the email to the “Next CEO Recruiters” while the company’s share price ticked upward on the Johannesburg Stock Exchange. As Moyo licks his wounds and seeks other creative ways to approach the constitutional court, if his feisty lawyers are to be believed, he has to be mulling to himself on whether there was some level of egotistic braggadocio that drove him to reject the settlement discussions that had initially taken place upon his termination last year.

However that is neither here nor there. It was the Moyo vs. the Board and the latter won. The window to seek a more gentlemanly out of court settlement has significantly diminished now that both a full bench of the High Court as well as the Supreme Court of Appeal have thrown out his case. It is impressive to see the wheels of justice spinning so fast and herein lies an excellent illustration of why a functioning judiciary is a critical cornerstone of an enabling business environment. But there is still the pending issue of Moyo’s suit for reputational damages amounting to R250 million (Kes 1.53 billion) and the delinquency of the 13 member board of directors. According to Rehana Cassim, a senior lecturer in company law at the University of South Africa, to be declared delinquent, a director must be guilty of serious misconduct. There must be a gross abuse of the director’s position, gross negligence, willful misconduct or a breach of trust. Cassim goes further to say that a delinquency order, under South African company law, will ban a person from being a director for at least seven years or even a lifetime in very serious cases. Such a director’s name is put on a public register of disqualified directors which carries a stigma and reputational damage.

For Moyo, the reinstatement battle has been lost but the war against Old Mutual and its board of directors is still to be won. It will be a bruising and costly fight, especially for the side that doesn’t have deep corporate pockets. I’m not placing any bets on who will win this time.

[email protected]
Twitter: @carolmusyoka

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Board Directors Do Not Have X-Ray Vision

[vc_row][vc_column width=”2/3″][vc_column_text]Have you visited ABC Place on Waiyaki Way? If you happen to be driving there you first arrive at a poorly designed ticketing booth, maneuvering your car to an impossible angle that will enable the driver’s window to align with the knob you need to press in order for a parking ticket to emerge. Having just missed scraping the ticketing booth with the front bumper, you lurch forward and find polite but firm security guards who do a car search. These astute and fairly discerning gentlemen request you to open your door, open all the passenger doors, throw a bleary eye into the glove compartment and subject the boot of your car to a physical search. Once done, they will cheerily wave you off. Wait. If you have a handbag, or any other bag in your car, they will not subject it to an internal search since handbags in cars purportedly do not present clear and present danger. So the other day I take a taxi to ABC Place and as we are approaching the vehicular entrance via the deceleration lane, the taxi driver politely asks if I can disembark before he drives in. Why, I ask? He says that if he drives me inside he will have to pay for parking even for the 2 minutes it would take for me to haul myself out. Being of reasonable extraction, I obliged him and stepped out and watched him fishtail out of there in relief. I walked in as if to enter and those usually polite-because-I’m-in-a-car security guards stopped short of baring their teeth at me. I was informed in no uncertain terms that pedestrians have their own entrance, round the back towards the parking exit. I tottered all the way back towards said entrance and had to go through a turnstile, handbag search and security black magic wand over my body. I learnt a valuable lesson that day. Security threats via individuals are to be found more from pedestrians with handbags than occupants of motor vehicles.

Why do I narrate this long and unnecessary soliloquy? Boards of Directors are often managed in a similar manner. I have avoided commenting on the Imperial Bank saga largely because it is difficult to fathom and erroneous to paint a broad brush of culpability on the entire board of directors. It is always an enormous reputational risk that individuals assume when agreeing to join any governance board as they are lending their name to the purported governance mechanisms that the organization subscribes to. To the outsider, a board denotes oversight and accountability and a safe pair of hands that stakeholders have entrusted to protect the organization from unfettered management excesses. But the directors as a collective are in exactly the same position as the security guards at ABC Place. They open doors and check the boot and glove compartment, seeing as much as is physically possible with the naked eye.

The pedestrian body search is done at board committee meetings. Greater detail is discussed and more time is spent with management in understanding the scope of financial and operational issues that the organization encounters. But it is critical to note that the operating system of any institution, just like the engine of a car, can be compromised and it would take a forensic investigation or Oketch your car mechanic to open it up and figure out why that catalytic converter light keeps coming on when your driving at 87 km/h. The management of any organization is the actual owner of the business while shareholders are just owners of capital. The management can deliver or destroy value. Management can aim to execute with integrity but still have a few bad apples that sing from a fraudulent hymn sheet against which tight internal controls and compliance should ideally act as a gatekeeper.

Board directors see what the owners (read management) of the car want them to see. A clean boot, an empty glove compartment and a sparkling interior. The engine may be compromised but the car is running smoothly, or so they think. No smoking gun, no grenades. As a director, you only see what management wants you to see. You can ask questions – very hard questions- but if a (manipulated) system generates legitimate reports that are used to guide board oversight then raking directors over hot coals for poor oversight is placing them in a difficult position. Directors spend less than 3 days a quarter providing oversight on a company’s operations. They do not have access to any of the operating systems, nor should they have. They do not have signing powers over any of the bank accounts, nor should they have. But they do carry a heavy responsibility to ask the right questions and demand audits or deeper external investigation where they get a sense that something is not right.

Now if those that are charged with undertaking those external audits are themselves compromised, then the board’s goose is collectively cooked. I have had the pleasure to professionally engage with audit firms during various board assignments. The role of the auditor is to review the processes with which the financial accounts have been generated, to test the assumptions being made by management as well as to interrogate the inputs into the system and the outputs therefrom. If that system has been compromised at the highest level, you’d need the x-ray vision that our security guards are purported to have to assess handbags in cars. A lot of responsibility is placed on audit firms to be all seeing and all knowing. Collectively heaping blame on auditors whose mandate cannot cover running end-to-end tests of all transactions passed is a flawed abrogation of duty. Whose duty is it then? Is it the board, which only comes in four times a year to provide oversight? Is it the shareholders, who have delegated oversight authority to the board and only come together during the annual general meeting? Or is it management who, in actual truth, are the true owners of the business?

[email protected]
Twitter: @carolmusyoka[/vc_column_text][/vc_column][vc_column width=”1/3″][/vc_column][/vc_row]