Legal Lessons Learned: The General Counsel's Role in Corporate Responsibility

Panel Members:

Mark Sifferlen, Senior Counsel, Cummins
Marcia Narine, Vice President and Deputy General Counsel, Ryder Systems Inc.
Robert D. Fatovic, EVP and Chief Legal Officer, Ryder Systems Inc.
Richard Cellini, Vice President, Integrity Interactive
Moderator: Jay Whitehead, CEO, The CRO

Jay Whitehead (INT): You see before you more legal power than you would ever want to pay for yourself. (Laughter.) This is a star-studded panel. We have – let me go ahead and just introduce these fine young characters. You see their names here. Let’s start on the far end. Let’s start with Mark Sifferlen is Senior Counsel at Cummins. You saw Tim Solso, Mark’s CEO, this morning here on this podium. Mark joined Cummins back in 2000, and he overseas Global Compliance, and handles the online compliance training program that all 33,500 Cummins employees participate in. So, thank you. So, welcome to Mark.

Right next to Mark is Marcia Narine is at Ryder Systems, and her title – and Marcia’s title sounds like she does a disproportionately large amount of the actual work there. So, listen to this title. She is Deputy General Counsel, Global Compliance and Business Standards, and Chief Privacy Officer. So, Marcia is also active in the entire alphabet soup of compliance groups, including OSIG, the ECOA, or the Ethics and Compliances Officers Associations, and the SCCE, which is the Society for Corporate Compliance and Ethics. That’s right. So, there you go, that’s Marcia.

Next to Marcia is Marcia’s – her boss, I guess – (laughter) – is Bob Fatovic. Bob Fatovic is the EVP and General Counsel at the $6.3 billion, 28,000-employee Ryder Systems – the truck rental guys -- and Bob is the Corporate Secretary of Ryder’s board and cover compliance, governmental affairs, environment, health and security. So, we’ve got two Ryder, one Cummins.

And then Richard Cellini is a Vice President at Integrity Interactive, a leader in compliance training, where he manages Marketing, as well as uses his legal background, and prior to Integrity, Richard was CFO and General Counsel at Salary Dot-Com, which recently went public. And before that, he was at brand consultancy Fitch, at Venture Capital Fund 100X Ventures, and Associate at Milbank Tweed, the large New York law firm. So, welcome. So, we’ve got Mark, Marcia, Bob, and Richard. So, there we go.

Now, let’s get right into our General Counsel panel today. All panelists – we’re going to start over with you, Mark, on the end. Let’s start this panel off by having everyone declare their stripes on the topic of general counsel activism. How active should the general counsel be? Starting out with Mark, and then coming right back down, Marcia, Bob – starting with you Mark: In your opinion, should the general counsel’s office set the company’s agenda on corporate responsibility initiatives?

Mark Sifferlen: No. (Laughter.)

INT: Would you care to elaborate?

Mark Sifferlen: Well, my boss and CEO is here today, and he’s described himself as our chief officer when it comes to responsibility, when it comes to ethics. So, I can only speak for Cummins, but while the general counsel’s office obviously plays a big role in implementation, we obviously have ideas about things we want to do, things we think are important. The tone at the top is what I think drives success in this area. So, in our company, it comes from our senior leadership, and the general counsel’s office is seen more as someone to help implement, help shape, maybe raise their hand about whether we agree with the priorities, but we do not see ourselves at Cummins as the ones that have to tell people that we should do good, and that we should focus on the environment, or that we should try to treat our people with respect and dignity. So, we’re – at least in my company – we’re not the ones that set that agenda. Obviously, we’re involved; we have opinions that we articulate, but our senior leaders do that for us, and I think that we appreciate that.

INT: Now, let’s go to you, Bob. Bob Fatovic from Ryder. Now, Bob, what do you think? Is a general counsel an activist? Are you carrying the sword, or what?

Robert D. Fatovic: Well, I know a number of general counsels, and peers of mine in the Fortune 500, and I don’t think anyone’s looking to take on more. There’s been a lot bestowed on us for the last five or six years. That being said, I think it is a leadership – these areas around –

Marcia Narine: -- in our organization from a general counsel role, whereas in other organizations it would probably be seen as stepping on toes or transgressing, or just completely not the right role.

INT: Now, Richard Cellini, you see it from sort of the other side of the deck, although you’ve been on this side of the deck.

Richard Cellini: Yes.

INT: Do you see more general counsels becoming activists, or what would be your opinion?

Richard Cellini: I do. I think for many companies – many companies, the answer to this question is yes. It is a good model. I think corporate attorneys, perhaps uniquely, are the people who understand how to protect the body corporate, and how to reduce risk. One of the things we see, and when the general counsel takes on this role, he or she approaches the role as a part of the larger fabric or spectrum, if you will, of protecting the body corporate, and reducing overall risk. We’ve had lots of discussion already today about sort of the overall ends and goals of corporate responsibility. We’ve talked about – people have talked about the PR value, or the employee morale aspect, things like that. But a big area is reducing risk, and the general counsel is actually a good place to put that kind of function, and to Marcia’s point, there’s a lot of credibility there; there’s a lot of history; there are a lot of relationships up the organization and down the organization that enable the general counsel to use, perhaps the earliest phrase you used this morning, Jay, to operationalize this, so that it’s not just seen as a hothouse flower or the management fad, or flavor du jour, but something that’s sort of deeply embedded into the organization.

INT: Now, we’ve seen – we’ve got two members of our legal community here, Marcia and Mark, who both started out as labor and employment lawyers, and we’re seeing a lot -- in corporate responsibility we see a lot of folks who have that kind of background, either labor law or HR background, coming into corporate responsibility, so first Marcia, then Mark, what are the common threads between handling employees and all the other stakeholders? Now, are the pain points similar?

Marcia Narine: Well, I think labor and employment – I used to be a commercial litigator before, and then I went into labor and employment law, and now I have securities lawyers that work with me. And I think labor and employment lawyers, for better or for worse, are used to speaking to every possible kind of person, whether it’s the janitor or the technician on third shift, to the CEO, to the board member, they’re used to talking about things that are sometimes controversial, and sometimes not popular, whether it’s discrimination issues, labor issues, or confidentiality issues, retaliation issues, privacy issues.

So, so much of that – the ability to be able to make information accessible; the ability to know how you train people on things; the ability to know how to set up prophesies, and then the ability to think of what is the worst possible thing that can happen in any given situation, and see the ugly side of everything, which is something that labor and employment lawyers have to learn how to do, translates over into not everybody in your organization is going to take corporate social responsibility is a good idea. They may think it’s not going to make any money; we don’t need it; we don’t have it; why should we care about it?

And that’s similar unfortunately to certain things in labor and employment in terms of why do we need to frame it? Nothing’s ever happened to us; everybody’s good. So, those kinds of skills that you learn in terms of being able to be persuasive, being able to build a business case, and build a – it’s the right thing to do kind of case, and see a variety of perspectives, I think puts people that have had that experience in a better position to be able to understand what some of the corporate social responsibility issues are, because they deal with a variety of people, and also a variety of subject matters.

INT: What about you, Mark? Pain similar? Labor? Corporate responsibility? Pain, pain?

Mark Sifferlen: Yes. My transactional colleagues call us the touchy-feely lawyers. (Laughter.) And maybe that’s one of the reasons we’re also driven to this kind of work. I mean, there is a human element to it. The ways that I think it’s similar is employee issues are all about fairness. You’ve got different legal systems, cultures; you’ve got union employees, non-union employees, but it’s fairness and it’s visible, right? I mean, people see how you treated the person that needed the time off, or they see what your payer comp policy is, so I see that as very similar to corporate social responsibility. People are watching, and people will say this is what the company really thinks, and this company is fair or just, based on what they see. And that to me is very similar to labor and employment.

INT: So, there you go. Now, Richard Cellini – let’s go back to you, Richard Cellini at Interactive. You talked with the general counsel all day about best practices and corporate responsibility-related training programs. Now, what are the big lessons – their big lessons that they’re telling you about, about how to make new corporate responsibility behaviors stick?

Richard Cellini: Well, you know, I think the biggest compliment large business corporations can pay to anything is to operationalize it, to make it as sort of in some respects as mundane, and as routinized, and systematized as accounting, or finance, or anything else. I think one of the things that we’re seeing very much is people are taking it very seriously, and one of the measures of the seriousness with which they’re addressing this subject is how do we make this tactical? It’s all well and good to have statements from the CEO. It’s very important; it’s critical.

The tone at the top is very critical, and policies adopted by the board, and even – you know, you start to see some corporate responsibility commitments actually written into vendor and procurement contracts, but what happens next? Is anybody policing the vendors? Is anybody working with the business partners? Is anybody training them? Is anybody regularly measuring their performance, etc.? And I think recently, many of our clients with a mixture of sort of thoughtfulness and maybe a little sheepishness, have come to us and said, gosh, we have all these commitments, and it sort of makes it all the way into the supply contract, but then it goes into a file cabinet. How do we take the next step? How do we operationalize it? How do we make it tactical? How do we train on it, communicate, and then measure and report in a very systematic way, so that it really does become like finance or accounting or other things? So, that’s one of the things we’re hearing quite a bit of.

INT: So, Bob -- let’s go to Bob Fatovic from Ryder Systems. As the general counsel for one of the few large NYFE companies that trades under a stock symbol with one letter – R – you definitely see the full Monty of compliance and governance issues. In your opinion, what’s the biggest area of compliance challenge right now facing public companies? Right now?

Robert Fatovic: Well, I mean, the specifics that face each company are different, and what you’re regulated by, and what you have to comply with, there are some similarities, but a lot depends on your business. I think one thing that might be uniform is the training and awareness. How do you take rules and regulations and new laws that are changing each year, and boil it down to 29,000 employees at our company, most of which are truck drivers or warehousemen, and make it meaningful, so that that training is effective and that they understand what the issues are. So – you know, the challenge isn’t knowing what the rules are, it’s how do you get business people who aren’t lawyers, aren’t compliance people, aren’t risk people to be behave in a way that’s consistent with the philosophy and the strategy of the company? And I think that’s the number one challenge.

INT: Now, Mark – Mark Sifferlen from Cummins – playing off Bob’s assessment of the biggest challenge, what’s your assessment of the top challenge facing companies right now?

Mark Sifferlen: I agree with what he said about the training, and specifically for Cummins it’s the international aspect of it. We can agree in the United States, here’s how we’re going to approach a certain issue, and we can agree on the training, but we have huge operations in India an China and Brazil and throughout the world, and finding a way to say these are the common values, and somehow we translate them across languages and translate them across different legal systems, and to get everybody to agree on these are the core values; these are the non-negotiables, and these are ways we do things different in different countries. That’s a struggle we have every day, and as we’ve been rolling more global training, we learn more every day about pitfalls, and the ways we need to get better.

INT: And we’ve learned, I guess, that not every country is America, right? (Laughter.)

Mark Sifferlen: Exactly.

INT: It’s you’re not from Kansas, are you? (Laughter.) So, all of our panelists – let’s start with you Marcia. One of our other panelists today, Tom Connors of Deloitte, who you’ll see later in the day, recently wrote in CRO Magazine, that the Sarbanes-Oxley Act is underrated, and has done much more good than harm. Now, let’s start with you, Marcia, and then go to Bob, and see what he says, and then go back to Richard, and then to Mark. Would you agree that Sarbox is underrated, and why or why not?

Marcia Narine: Without knowing who’s in the room, I think I’d probably say that Sarbanes – luckily for Ryder, we were doing a lot of what Sarbanes requires us to do, anyway, so we didn’t go through a lot of the contortions that a lot of companies had to go through. With that being said, though, it’s expensive; it’s costly; it’s unwieldy in several areas, but it has really raised the issue of the importance of internal controls, and the level of controls, and the head of Audit is in my office about eight times a day. Not because we have problems, but just because we’re always working together on Sarbanes issues and training and educational issues, and it’s now become a point where we have the head of our business unit – one of our business units – who focuses on the bottom line every single minute, ask us to prepare for them a day and a half presentation on Sarbanes-Oxley and compliance issues, and to boil it down to the lowest common denominator as to what it means at the location level, all the way up through our board level. We had our external auditor participate in the training.

So, it came from two years ago people saying, oh God, what is Sarbanes? Why do we have to do it? To now saying it’s here to stay in whatever format; let’s figure out how this makes sense, and let’s make sure that we hold people accountable for what’s there. But I think the level of accountability, the level of understanding how it affects you, how it affects the customer, the employee, the shareholder, and The Street is – there has been a benefit. Could it have been done a different way? Probably.

INT: What about you Bob Fatovic? Sarbox, friend or foe?

Robert Fatovic: Well, as far as the mechanics, I talk to my CFO and my controller about a lot of the hurdles they had to go through, and the work that’s involved, some of which is useful, and some is duplicitous, and they feel not necessary, sometimes. The things I liked about Sarbox, that really I thought were meaningful, were the CEO/CFO certification process, really kind of woke up those executives, and had a trickle-down effect to the organization. How are things being brought up? I’m signing on this, and I’m going to jail if it’s not right, or if I’m not being careful in how I go about this. I think controls – the 404 section – made everybody really think about what are the controls – the financial controls you have in place? And are they effective? I think it was an efficiency play.

There were a lot of controls in place that we had that were inefficient, and this process really helped to streamline that. And then, finally, the last thing I’ll mention is the hotline. I know the hotline is a controversial issue in companies, but I only see – I very rarely see a wasted effort by hearing from -- a mechanism where you can hear from your employees, or your vendors, or external forces about what they think are the issues around responsibility, fraud, financial reporting, and that was very insightful. I’ve been at the company 14 years, and I thought I knew the place upside down. I learned a lot through the hundreds of hotline calls that came through, especially since we’re a decentralized organization. So –

INT: What about you Richard Cellini? 404 Fever, bad or good?

Richard Cellini: Well, you know, it’s interesting. Sometimes I think that when I die I want to come back as the Sarbanes-Oxley Act – (laughter) – because it gets a tremendous amount of attention, and just – people just stop everything they’re doing, and just act like it’s just the most amazing thing in the world. I think there’s actually less to Sarbanes-Oxley that meets the eye. I’ve read the Sarbanes-Oxley statute, I’m sure many of you have your own copies with you right now at the table. (Laughter.) But it is fair to say that the Sarbanes-Oxley Act is primarily about financial risks, financial certification, financial control; the whistleblower, and hotline things are very important, but as this conference, and the previous speakers have demonstrated, the non-financial risks in our businesses, including many of the ones that are addressed by corporate responsibility are just as important, if not more important. So, to focus on Sarbanes-Oxley and allow it to suck all the oxygen out the room is to overlook risks that are just as important to the corporate enterprise.

INT: What about you, Mark Sifferlen, what do you think Cummins thinks? This is good or bad?

Mark Sifferlen: I think all of us have been asked to do things, and we’re told we had to do it because of SOX, and no idea why we were doing it, but we’re a little removed from the initial pain and the cost now, and I think perspectives have changed, and if you ask our finance people, who went through a lot more agony than the lawyers did, they would say it’s a good thing. It’s made us more transparent, and it’s also given us a common language to talk to operations in other countries, and it’s given us some weight to push about financial transparency. So, I think they would say it’s a good thing, and like an earliest panelist said, corporate America asked for it and got it. So, I think we would say it’s been a positive for us.

INT: Yes. So, be careful what you wish for, right? Isn’t that the – Marcia Narine from Ryder, let’s go to you. At CRO Magazine, we’re obsessed with the professional status of these corporate responsibility officers, people who are paying for our lunch today, and always watching closely for corporate responsibility related – corporate functions that are on their way up, or on their way down. And we see compliance functions splitting. Some companies elevated to board-level reporting; some are putting it in Legal; some are burying it deep in the hierarchy. As a member of every compliance organization known to man, what do you see as the top trends for the compliance profession?

Marcia Narine: I think there’s two, and part of the reason I belong to every compliance organization known to man, and actually I’m on the editorial board of one of them, so I get to read all the articles all the other companies are doing, and edit them, and see what’s going on –

INT: So, you drink a lot of coffee, then, is that – (laughter) –

Marcia Narine: I’m an insomniac. So, it’s --

INT: You don’t sleep, I know.

Marcia Narine: And plus I’ve got to keep my job security, so I keep adding things to do.

INT: There you go.

Marcia Narine: But the trend is – it’s kind of an even split. And there’s a big discussion about what is reported to general counsel, like I do, because of the potential conflict of interest, etc. The Labor and Employment Group Act they also report the funds to me, and the hotline calls come up to me, so there’s a lot of maneuvering that we have to do to avoid conflict of interest, and to make it look as transparent as possible. And then you have some that report to the CEO, and then there’s a very small percentage that report to the CFO, and our consumers in the Internal Audit. And I think the ones that you see reporting to the CEO more recently are those – not all – but mostly would have had a deferred prosecution agreement or have had some kind of a trouble, where they really need to elevate it.

Now, whether the CEO is actually really paying the day-to-day attention to the compliance function is a whole other story, but you’ll see that often. And you also see from the benchmarking studies, and from my contacts with people that the compliance officers are regularly making reports to the board. We do ours – we do a written report to the Audit Committee every single meeting, sometimes the governance, a do a full report to the full board on an annual basis. So, compliance officers are having the impact with the board. You don’t see it going down, because unfortunately every day there’s a new issue. There’s more Foreign Corrupt Practices Act fines and penalties, so that may be just as high as your – or privacy issues, so there’s always something changing. I don’t see a lot of compliance officers grabbing the corporate social responsibility area under their umbrella. Yes, that could come. Again, I don’t know if anybody looking for additional responsibility, because there’s so much to do, and typically these officers are relatively mainly staff unless you have some other corporations, which have some issues.

INT: Right. And so – now let’s go over to you, Bob Fatovic from Ryder. You’ve seen An Inconvenient Truth – Al Gore’s movie? – have you seen --

Robert Fatovic: Al loves (inaudible words), yes.

INT: Yes. They’re getting it out great. And now it’s out on CD, and you’re able to do it.

Robert Fatovic: Publicly.

INT: At your office -- probably at work. So, now, since -- what they do last year, many companies including Wal-Mart and Home Depot and several large companies have introduced huge climate change product-related initiatives. Now, did this movie have as big an impact on Ryder as you think it did on other companies? Am I just imagining this effect?

Robert Fatovic: I don’t think it had any impact on anything we do. And I’m not sure if it impacted other companies; you may be giving the movie a lot of credit there.

INT: I probably am.

Robert Fatovic: There’s been other movies that have – there’s been other movies that have really impacted the trucking industry. We rehauled our whole safety program after Smokey and the Bandit. (Laughter and applause.) And I think there was a movie with an orangutan – “Every Which Way But Loose.” (Laughter.) And we stopped – we put our foot down, and we stopped letting orangutans drive. (Laughter.) Unless they had a CDL, because that’s covered in the HR rules, and my CO tells me that. (Laughter.)

But Ryder – Ryder for years at least from the environmental side, and our sustainability, where we impact the environment through carbon emissions, and having 160,000 trucks on the road at any given time; you know, starting in the ‘70s with the Clean Air Act and the Clean Water Act and the underground storage tanks that we removed 10,000 underground storage tanks through the ‘80s and ‘90s to convert, and then in the early ‘90s we made sure that all of our waste streams – whether it be solvents, or used waste oil, or car parts, or truck parts, all get recycled, and it’s been a evolution.

Most recently, the Clean Air Act required engine emission standards. All the 2007 trucks that are manufactured have low emission requirements; more expensive, even less efficient, but are being required in 2010 of standards coming, so I think regulation has really brought us a long way in our industry. One thing that we did last year that isn’t required is we converted all of our fuel to ultra-low sulfur diesel, which isn’t a requirement, but because we’re looking on the horizon, we think it’s going to give us a competitive advantage, because besides the regulations, our customers are asking, when we do our fees, they want this information as a vendor, and we’re a big part of that. So, between the customers and the regulations, I think that has had a much greater impact than a movie.

INT: I’m disappointed to hear you think that law is more important than media. I’m just very disappointed to hear that. (Laughter.) But let’s go to Richard. Richard Cellini, now you’ve been both in legal roles, including a general counsel, where CR initiatives were mainly defensive or protective in nature, and the branding and marketing roles where the company’s corporate responsibility reputation you’ve used as an offensive weapon to sell product, to recruit staff, to raise capital, and I think we’ve recently seen a big shift in corporate responsibility from defense to offense. Now, in your opinion, Richard, do you think most general counsel believe that this that this kind of shift is real?

Richard Cellini: I don’t. I think they think it’s a defense, and I think it’s a healthy and sort of respected view. I had one very, very well-respected, very intelligent powerful general counsel say corporate responsibility is not at the core of what we do; you know, making X, and distributing X, and selling X is at the core of what we do. He didn’t mean to diminish it; he didn’t mean it was trivial. It didn’t mean any of those things. He just meant that as important as the function was, it wasn’t at the very heart of his business. So, he saw his involvement and the company’s involvement and commitment to corporate responsibility primarily about controlling risk, so that they could get on with the business of – their core business. And I think over and over when I talk to general counsels, they almost breathe a sigh of relief when it’s okay to say we’re really interested in making computers, or we’re really interested in having trucks available throughout the country and throughout the world, and that this is an important, but supportive function.

INT: Let’s go to all panelists. We’re going to start with you, Mark Sifferlen. Mark, in your opinion, what’s the one corporate responsibility-related initiative for which general counsel have primary responsibility that adds the most value to the company?

Mark Sifferlen: Like I said earlier, taking the leadership, at least in our company isn’t really the Office of the General Counsel, but there are times when I think we’re the ones that can get the most bang for the buck, so an example I would use, and one of the examples Tim Solso talked about was complying with export control laws. You have an engine; it gets in the hands of people it’s not supposed to somewhere in the world, where we’re not supposed to be selling; dealing with those types of issues, investigating them, resolving them, putting into place the training to fix them. I think that is still an area where the Law Department is in the best position to influence. What about you Marcia? Value? Where’s the value being driven here from the general counsel’s office?

Marcia Narine: I think I see it in our company as very similar to what he just said, and also practically speaking from a business perspective, when we see the RFPs, I look at three or four RFPs a week from our operations lawyers, and they all have corporate social responsibility questions in there, pages and pages. Whether they’re calling it corporate social responsibility is another thing, but it’s something that our customers demand and ask for, and so when I kind of put up the white flag, and say we need to do this – it’s actually, they’re now starting to see why I said a long time ago we need to start doing this. So, for our company, it’s still more of a business imperative, although there are – it’s really benefits when you look at your employment turnover issues; when you look at how people want to work for the company; those are the kinds of things that in the general counsel’s office we have labor and employment, because we have compliance, we can say when you treat people well, they’re not going to quit. They’re not going to sue you. You’re going to get the best, possible talent.

When you treat your customers well, you’re going to have more; you get good word of mouth, and those are the kinds of – the touch-feely stuff that we do and our group does that actually can have a tangible business impact, because you can (inaudible words) if you’ve got happy employees, but you get happy employees by doing things that they think are important, whether it’s volunteering, having a channel or foundation that does something good for communities, doing things for the environment, and those are the kinds of things that because our group has a large focus in the company, we can get at a very different angle than some other people.

INT: Bob Fatovic, Ryder, where do you get your value victories?

Robert Fatovic: I think not by driving the agenda, or imposing your philosophy on the company, but I think we’re just kind of gatekeepers around transparency, and what we’re saying in these reports, and what we’re saying on the Web sites, and what we say we do, are we really doing it? And are we being honest with ourselves? So, I think that’s one function.

I think the other functions you see us play is a lot of times if you’re doing your job, you’re a trusted advisor to the CEO or to the presidents, and they’ll come to you privately and say this is what I’m being told, do I really need to do this, and tell me why? And if you do your job right, you don’t say, well, you don’t have to do it, because it’s not required by law. You look at the reputational risks, and the value. So, is this really relevant to your business? And I know there are very causes – you know, around some of these issues, but at the end of the day, is it going to help you deliver value to your shareholder, and if you keep it in that context, I think the social responsibility area will survive within these companies. If you go broader than that; you know, there’s too much on the plate, and too many other constituents that have to be answered to, to do something that no one will argue with the bad things, but it’s beyond the scope of the business.

INT: Richard Cellini, last word on value being driven from the general counsel’s office?

Richard Cellini: On this topic, it’s in – I agree with Marcia, it’s in supply chain management. Those of us who are from New York remember that public service announcement: It’s 10:00 p.m. Do you know where your children are? Now, it’s 10:00 p.m., do you know where your business partners are? Because you can and will be held responsible for people who aren’t under your corporate umbrella, but people who are your suppliers, and so you need to know where your suppliers are, but it also goes the other way. As Marcia said, if you’re in somebody else’s supply chain, and of course you are, they want to know where you are, and they want to know what you’re doing. So, a big win for the general counsel is to manage that intersection between what seemed like very strategic, highfalutin if you will, values and the impact it has on critical business relationships, your relationships with your suppliers and your relationship with your customers.