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Embedding best practice in the daily routine of the
company secretary
The Premier ConferenceJohannesburg
7 September 2010
Carina Wessels
OVERVIEW• A changing role
• The strategic vision and mission of the new age company secretary
• Case study• Background and impetus for change• The journey• Success
A CHANGING ROLE – COMPANIES ACT, 2008• Mandatory appointment expanded to SOC
• Must be knowledgeable or experienced in relevant laws
• Board must fill vacancy by appointing a person whom the directors consider to have the requisite knowledge and experience
A CHANGING ROLE – KING III• The board should be assisted by a competent, suitably qualified and experienced company
secretary• Has a pivotal role to play in the corporate governance of a company• Board should be cognisant of the duties imposed upon the company secretary and should
empower individual to enable proper fulfilment • Gatekeeper of good governance• Should assist in the proper induction, orientation and development of directors, including
assessing the specific training needs of directors and executive management in their fiduciary and other governance responsibilities
• Individual directors and board will look to the company secretary for guidance on their responsibilities and duties and how such should be properly discharged in the best interests of the company
• Central source of guidance and advice to the board and within the company on matters of ethics and good governance and changes in legislation
• Should be available to provide comprehensive practical support and guidance to directors• Raise matters that may warrant the attention of the board• Should assist the board with the yearly board evaluation, individual directors and senior
management
A STRATEGIC VISION AND MISSION FOR THE NEW AGE COMPANY SECRETARY…?
Some aspects of the Mission…?• Deliver to King III company secretarial requirements• Legislative compliance• Excellent efficiency and effectiveness enabling the organisation• Customer satisfaction • Continuous improvement of company secretarial practices – remaining relevant
during organisational and global change
To elevate your / your company secretarial department’s performance to that of a world-class strategic business partner /
business partner of choice
Why the need for a Vision, Mission and Strategic Intents?Upon finding herself at a fork in the road, asked Alice of the Cheshire Cat,
“Can you please help me by telling me which road I should travel?”
Said the Cheshire Cat to Alice,“Well, that all depends on where you want to go”
To which Alice stated,
“I don’t know where I am to go”
And so the Cheshire Cat replied,
“Well then, it doesn’t matter which road you travel”
If you don’t know where you want to be, then how can you possibly know whether you are travelling on the right path?
CASE STUDY – Background and impetus for change• Large Corporate – central secretarial department
• 3 dedicated individuals providing services to 15 South African active and dormant entities within bigger group
• Cinderella image• Poor delivery• Lack of customer centric attitude• Necessary evil• “Old school” approach
Cinderella Profession
Global Business Partner of
choice
CASE STUDY – The journey• Individual with strategy, balanced scorecard and continuous
business improvement experience acted as driver for change• Process:
• Talked about strategy, requirements from secretarial department to enable the organisational strategy
• SWOT analysis• Stakeholder analysis • Risk identification• Defined vision and mission• Key services offered• Defined strategic intents • Defined key result areas and objectives• Negotiated and agreed a service level agreement• Developed individual performance agreements• MEASURED…MONITORED…LEARNED…IMPROVED
“To succeed financially how
should we appear to our
shareholders?”
Financial
Responsible growth of the value of the Department
“To achieve our vision, how should we appear to
our customers?”
Customer / Stakeholder
Valued as professional, competent and efficient
partners to our customers and stakeholders
“To satisfy our shareholders
and customers, what business processes must we excel at?”
Internal Business Process
Providing appropriate and timeous
integrated value adding business processes and
solutions
“To achieve our vision, how will we sustain our
ability to change and improve?”
Organisation & Learning
Enabled and empowered professionals who
contribute at their full potential for the benefit of the Department’s overall
objectives
Our mission is to serve our principal stakeholders by
providing effective guidance, advice, support, governance and document management services to
add value to our administered companies
thereby ensuring compliance with applicable
laws, regulations, best practices and codes of
ethic
Financial
Segment Financial
Strategic Intent Responsible growth of the value of the Department
KPA Objective Measurement
Adherence to the Budget (controllable costs)
Increase contribution towards the reduction of operational costs and meeting of financial targets
Budget within 5% over and 10% under range5% reduction in controllable costs
Value earned – seek saving opportunities / reduce operational costs
Enhance the value add of the Department
10-30% return on Departmental labour costs
Departmental sustainability Seeking new customers 1 new customer by December
Segment Customer
Strategic Intent Valued as professional, competent and efficient partners to our customers and stakeholders
KPA Objective Measurement
Adherence to agreed SLA Professional service delivery and customer satisfaction
Customer satisfaction score of 3 Customer satisfaction score of 4(stretch) Ad hoc customer complaints / compliments
Key stakeholder management Professional relationship with key stakeholders
Stakeholder matrix in place and maintained Key stakeholder customer satisfaction score
Customer
KPA / objective Threshold target Stretch target Conditions
Effective board meeting process
Electronic notice 4 weeks before meetingFormal notice as per M&A / practiceDraft agenda to Chair 4 weeks before meetingFinal agenda circulated with notice
Chair to comment within 5 working days
Minimal agenda changes required Empowered Board papers distributed 5 working days prior to meeting
Board papers distributed 7 working days prior to meeting
Timely receipt of submissions
Draft minutes and action report to directors 3 weeks after meeting
Draft minutes and action report to directors 2 weeks after meeting
Level of detail to be agreed with Chair
Accurate, good quality reflection of proceedings with minimal changes required
Final minutes and action report to directors 5 weeks after meeting
Final minutes and action report to directors 4 weeks after meeting
Directors to comment within 1 week to 10 days
SLA
KPA / objective Threshold target Stretch target Conditions
Good Corporate Governance
Implement a system of measuring and managing CG compliance Full board and management support
Facilitate implementation of CG improvement initiatives
Director and board effectiveness
Induction of new directors within 1 week from appointment
Prior to appointment, where feasible
Director availability
Regular and good quality information / legislative updates, training facilitation, advice
Access to information, training, budget
Annual review of board and committee charters Full board supportAnnual board and committee assessments and effective and timely implementation of next steps
Ad hoc requestsAppropriate, good quality feedback / advice within 5 days
Appropriate, good quality feedback / advice within 3 days
Dependant on external / other advisors, where applicable and complexity of issue
SLA
Segment Internal Business ProcessesStrategic Intent Providing appropriate and timeous
integrated value adding business processes and solutionsKPA Objective Measurement
Effective and efficient directorate office
Legislative compliance, data integrity, protection of company and directors
Submissions to CIPRO done within 5 working days of effective dateNo penalties
Improve on SLA targets / achieve SLA stretch targets
Continuous improvement Annual review and approval of SLA’s% achievement of SLA stretch target10%annual improvement on SLA customer scores, compared to baseline
Effective and efficient document management
Legislative compliance and customer satisfaction
60 second correct information retrievalResolve backlogDecide on appropriate, if any, electronic document management system
Internal Business Processes
Segment Internal Business Processes (continued)
KPA Objective Measurement
Statutory compliance and administration
Legislative compliance, protection of company and directors
100% adherence to resolutions Legislative updates compiled and circulatedBoard charters in place according to agreed SLA2 x new topic Directors training sessions
Effective and appropriate corporate governance facilitation (use of governance assessment tool)
Develop, implement and maintain a good corporate governance culture
Decide on / develop toolFirst assessments by OctoberAdherence to next steps from assessment
Implementation and comprehensive utilisation of ICSA One World
Integrity and availability of information, better business co-ordination
Policy and procedure in place100% data integrityImplement all aspects of system
Internal Business Processes (continued)
Segment Organisation & LearningStrategic Intent Enabled and empowered professionals who contribute at their full
potential for the benefit of the Department’s overall objectives
KPA Objective MeasurementAttainment of Departmental CPD requirements
Continuous improvement and knowledge expansion
Average of 30 CPD hours per individual per annumSharing of knowledge with Dept within 5 days post attendance
Establishment of Cosec peer group across the FOC
Explore economies of scale -improve business co-ordination and ability to share best practice with our colleagues
Establish peer group by third quarterOptimisation opportunities identified and implementedKnowledge sharing initiatives
Adherence to corporate O&C process and extension to rest of Dept
People development – enabled and empowered individuals
O&C reviews for all employeesAdherence to O&C next steps
Organisation & Learning
Cinderella Profession Global Business Partner of choice
First Cosec strategy session –
clear Dept goals and individual
targets
Negotiated and agreed detailed
SLA’s with customers –dramatically increased
customer focus and efficiency
Meeting and regularly
exceeding SLA’s
Established global discipline peer group
Improved efficiency, effectiveness and relationship building leading to
increased assistance / service requests
50% growth in customer base and 300% increase in
administered companies
Permanent staff reduction of 12.5% and 4 month reduction
of 25% (excl reduction of 2 positions in other areas)
NO decline in service delivery
First board charter
approved
First-time directors’ training
Achieving the goal…Through a clear vision, mission and agreed targets directing the team towards the house on the hill
THANK YOUCarina Wessels
LLB (UP), Advanced Labour Law (UP), LLM (UNISA), PMD (GIBS), FCIS
Legal Consultant (Company Secretarial)carina.wessels@investec.co.za
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