introducing the governance of our vision 2030 - amfori · 2017-04-28 · 2 introducing the...

Introducing the governance of our Vision 2030 Effective governance at the heart of our organisation, today and tomorrow.We believe in Trade with Purpose.

2 Introducing the governance of our vision 2030

An exciting road ahead

As we celebrate our 40th anniversary, we can look back on a proud record, but we must also look forward. Our Vision 2030 sets out our roadmap for the future, and represents a natural evolution for our organisation. It addresses the ever-changing global trends affecting you, our members, and positions us firmly to provide practical support and be the respected voice of open and responsible trade.

Alongside Vision 2030, we are introducing our new identity as Amfori – a name inspired by the amphorae used by traders to contain and ship items around the ancient world. As such, the name is a reminder of both the pioneering spirit of those early traders and that trade is timeless, essential to our past and to our future – just like Amfori. The by-laws will name the association Amfori as of 1 January 2018.

To support this evolution, we are also proposing changes to our governance structure, to ensure it remains up to date and relevant for the future.

Effective governance will be a key component of the delivery of Vision 2030. On behalf of the Board of Directors and the Business Social Compliance Initiative Steering Committee, I am pleased to present you with the details of our proposed renewed by-laws in this brochure.

Tino Zeiske President

Christian Ewert Director General

Dear members,

Effective governance will be a key component of the delivery of Vision 2030. On behalf of the Board of Directors and the Business Social Compliance Initiative Steering Committee, I am pleased to present you with the details of our proposed renewed by-laws in this brochure. In all these changes, we will make sure to remain open and responsive to your needs. We will simplify our governance to enable more efficient, transparent decision-making and encourage the building of relationships with influential stakeholders. A new Affiliate Member category will bring new and broader engagement opportunities and increased leverage. Our new structure will lay the foundations for our continued success in the future, benefiting the organisation as a whole and each one of you, our members.

We will be the voice of responsible, global trade for today and for tomorrow.

We kindly ask that you support the renewed by-laws at the General Assembly on 14 June and join us in celebrating our past, present and future.

Introducing the governance of our vision 2030 3

The heart of our associationOur proposed by-laws will plant the seeds of a stronger association. They will improve the integration of our global network and enable greater dialogue with stakeholders. They will allow us to become more adaptable and efficient in the face of future challenges. Our members, though, will remain at the heart of our association, key to our growth and success.


Build our organisation to be future fit

We will remain strong, flexible and relevant, ensuring members play an active role in all areas of our work. We will grow and diversify our membership and extend our influence, allowing us to create change and impact at scale.


A bold vision requires strong governance

Our current governance structure reflects yesterday’s organisation.

Quite simply, it is out of date, and no longer serves the organisation we have become. The current by-laws do not take into account the growth of the network and the diversity of our operations. They feel disconnected from our other rules and guidelines. Just as we have evolved, so too our governance and by-laws needs to evolve to meet the needs of a changing world.

We are therefore improving our governance structure to meet the new challenges of the future. We want a simpler, more flexible structure, which brings all service areas together. One that enables greater sharing of information and a transparent decision-making process that puts us in the right shape for the future. In this brochure, you will find details of all our proposed changes, and the benefits these changes will bring, both to our organisation as a whole, and to each of you, our members.

This adapted governance will benefit the organisation and our members

• Our members’ voices will come through even stronger;

• We will have better participation and integration of the network;

• There will be stronger dialogue with stakeholders;

• We will be able to increase our adaptability and efficiency to meet members’ needs;

• The new Affiliate Member category will increase our membership base and our leverage;

General Assembly

Board of Directors Finance Committee

Project Groups

Network Secretariat (Director General)

Stakeholder Advisory Council

Member Advisory Council

Ad hoc Committees and Councils

by the Board of Directors

by the General Assembly

Our governance structure


More Efficient Admission and Resignation

To ensure the anticipated expansion of our membership is managed efficiently, the admission of Ordinary Members and Associate Members will be approved by the Director General, with any appeals heard by the Board of Directors. The admission of affiliate members will be approved by the Board directly.

Expandig global reach and Improving local impact

Membership category Target group Conditions Benefits

Ordinary Member Companies Carrying our commercial and/or professional activities and/or services.

Full access to services and membership rights, including voting rights.

Associations Has a purpose similar to that of NewCo;Associations need no longer needs to be a trade association.

Full access to services and membership rights, including voting rights.

Associate Member Organisations

Natural person and association and/or organisation; Does not meet the criteria to be an ordinary member; Support the work of FTA through advice, influence and activity.

To be defined.

NEW Affiliate Member Companies

Companies carrying out commercial and/or professional activities and/or services;Supports the Vision and Purpose of the association;Does not adhere to all Amfori’s operating documents, such as elements of the Terms of Implementation.

Access to limited services as determined for affiliate members by the Board of Directors.

Growing and diversifying our membership to influence change at scale

We have built an organisation with a broad, international reach that serves the needs of all types of companies and industries. In a changing world, we want to continue promoting our value to more and different types of associations, companies and industries worldwide. To achieve this, we propose a more flexible approach to membership.

The current categories of Ordinary Member and Associate Member will remain. However, the renewed by-laws acknowledge that we no longer define “risk countries”, an outdated classification which limited access to membership.

In future, any company carrying out commercial activities will be eligible for membership. Any kind of association will also be eligible, not only trade associations.

To broaden our capacity for collaboration and strengthen our leverage, we will create a new category: Affiliate Member.This will provide access to a limited number of services for companies, selected by the Board, that support our vision and mission without having to explicitly adhere to all operating documents.

We also want to extend services to non-members, the nature and terms and conditions of which will be decided by the Board.

The renewed by-laws underline the importance of Ordinary Members respecting our operating documents, and non-compliance could result in exclusion. In future, members will be able to resign during the first nine months of a financial year, instead of the previous limit of six months.


A simple, more flexible structure

A simpler structure and decision-making process will be crucial in enabling us to operate more efficiently, helping us work towards our Vision 2030. We are proposing a simplified structure, comprising the General Assembly, Board of Directors, President, Vice-President, Director General (secretariat), and the Financial Committee. Our members and stakeholders represent a broad and deep understanding of trade and sustainability. To make use of this knowledge, optional bodies such as ad-hoc committees, councils and project groups will be created and defined by the Board and/or Director General. These bodies, including mandatory member and stakeholder advisory councils, will work under internal rules defined by the Board of Directors.

The General Assembly Our members are at the heart of the organisation. We will continue to be governed by a General Assembly composed of ordinary and associate members. There will be no major changes to the General Assembly.To modernise our approach, General Assembly meetings will have the possibility of being held by conference call and will feature electronic voting. Following our significant growth, each member will be authorised to hold 10 proxies (currently five). The weighted voting system will continue to be used.

The General Assembly will continue to take decisions on the:

• Appointment, revocation and discharge of the directors, statutory auditor(s) and external accountants;

• Approval of the annual accounts and the budget;

• Amendments of the by-laws;

• Appointment and revocation of honorary members;

• Dissolution of Amfori (including the appointment of liquidators and allocation of assets).


The Board of DirectorsWe will face tough decisions as we move forward. To ensure those decisions are in the hands of the people best equipped to take them, we need to adjust the scope of the Board of Directors. We will place more focus on the Board’s role in strategic guidance and monitoring, delegating other issues to relevant bodies.

In future, the Board will continue to be comprised of a maximum of ten directors, representing different countries, business types and sizes and, under a new criterion, genders. Decisions will be made by simple majority. Each Director will have one vote and serve in their position for a three-year term.

The Board will have power to:

• Adopt, amend and revoke internal rules as well as operating documents related to activities and services;

• Appoint, revoke and discharge the President, Vice-President/Treasurer, Director General, and the two Board Directors who will become members of the Financial Committee;

• Create internal bodies (e.g. ad-hoc committees or councils) and determine their respective working rules. It will be mandatory to create at least two internal bodies to seek timely and expert advice;

• Request advice from members and stakeholders on Amfori’s activities;

• Monitor and allocate the budget, approve the annual accounts and the budget before their submission to the General Assembly, and determine the annual membership fees;

• Hear appeals against decisions by the Director General relating to the exclusion of, and sanctions against, members;

• Decide upon affiliate membership application;

• Select non-members to be provided services.

To maintain and improve transparency, the Board forsees a conflict of interest procedure.


Committees and CouncilsOur Board is supported in its work by a number of committees and councils which provide effective monitoring of issues and trends. The challenges ahead will require these bodies to be efficient, combining and managing resources effectively, and sharing expertise and knowledge. To achieve this, we are proposing the following:

Financial Committee

The Board will appoint two Directors to be members of the Financial Committee, and the Director General will also become a member, alongside the Vice-President. Its role will be to monitor the budget and prepare the annual accounts and budget.

Member Advisory Council

This body will replace the BSCI Steering Committee in an advisory capacity. It will tap into our membership’s broad experience and cover all our activities and services. The Member Advisory Council’s powers will be determined by the Board under internal rules.

Stakeholder Advisory CommitteeThis body will replace the Stakeholder Council in an advisory role, drawing on the knowledge and expertise of our wide stakeholder network. It will cover a broader scope than the Council, encompassing all of our services and activities. The Stakeholder Advisory Committee’s rules and functions will also be defined by internal rules.

Other Ad-hoc Committees and Councils

Our ability to respond to new challenges will be a test as we move forward. Its imperative that we remain responsive to changes that occur and issues that arise. In line with this, the Board will set up ad-hoc committees and councils as appropriate.

Discontinuation of the Management Committee

The Management Committee, which previously prepared Board decisions, will be discontinued, as the new level of guidance through other channels means it is no longer required.


Network and Project GroupsOur network has expanded along with our ambitions. The National Contact Groups and Country Representatives that form that network will consolidate the services they provide locally to make our impact global. Our network will perform an integral role in the flow of expertise and information between members and the association.

We will continue to value the participation of our members and to seek their expert advice through the creation of project groups, which will be created in a timely manner and with a limited mandate.

Director GeneralThe Director General will continue to implement and execute the Board’s decisions and oversee the day-to-day management of Amfori. Other powers can be delegated to the Director General by the Board. Specific responsibilities will include:

• Day-to-day management and administration, implementation of the Board’s strategy and/or assignments;

• Admission, sanctions and exclusion of members;

• Investigation and handling of ethical, integrity and other non-compliance issues;

• Promotion of Amfori’s activities regarding third parties (including international, European and local institutions);

• Creation of networks and project groups.

Approval of the by-laws

The renewed by-laws will be submitted to a member vote at the General Assembly of 14 June 2017. The newly approved governance will enter into effect as of 1 January 2018, in accordance with the implantation of Vision 2030 and new branding. To broaden our capacity for collaboration and strengthen our leverage, the affiliate membership category will come into effect once the by-laws are adopted.

Thank you for your support

We look forward to continue working with you.


Thank you for your ongoing support

Bursting with opportunityBy collaborating with members and stakeholders we are in a stronger position to respond to ever-changing global trends affecting business and people, and ready to embrace the opportunities and challenges of the future.

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Get in touch

You can contact us through the current FTA website and regular channels. Visit fta-intl.org/content/fta-vision-2030Contact [email protected]

This is not a win or lose world. By creating a future of responsible trade we can unleash opportunity for businesses and people globally.

introducing the governance of our vision 2030 - amfori · 2017-04-28 · 2 introducing the...

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