Embedding best practice in the daily routine of the company secretary. The Premier Conference Johannesburg 7 September 2010.

Transcription

1 Embedding best practice in the daily routine of the company secretary The Premier Conference Johannesburg 7 September 2010 Carina Wessels

2 A changing role OVERVIEW The strategic vision and mission of the new age company secretary Case study Background and impetus for change The journey Success

3 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

4 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

5 A STRATEGIC VISION AND MISSION FOR THE NEW AGE COMPANY SECRETARY? To elevate your / your company secretarial department s performance to that of a world-class strategic business partner / business partner of choice 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

6 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?

7 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

8 Cinderella Profession Global Business Partner of choice

9 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

10 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 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 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

11 Financial Segment Strategic Intent Financial 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 range 5% 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

12 Customer Segment Strategic Intent Customer Valued as professional, competent and efficient partners to our customers and stakeholders KPA Objective Measurement Adherence to agreed SLA Key stakeholder management Professional service delivery and customer satisfaction Professional relationship with key stakeholders Customer satisfaction score of 3 Customer satisfaction score of 4(stretch) Ad hoc customer complaints / compliments Stakeholder matrix in place and maintained Key stakeholder customer satisfaction score

13 SLA KPA / objective Threshold target Stretch target Conditions Electronic notice 4 weeks before meeting Formal notice as per M&A / practice Draft agenda to Chair 4 weeks before meeting Final agenda circulated with notice Minimal agenda changes required Chair to comment within 5 working days Empowered Effective board meeting process 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

14 SLA KPA / objective Threshold target Stretch target Conditions Good Corporate Governance Implement a system of measuring and managing CG compliance Facilitate implementation of CG improvement initiatives Full board and management support Director and board effectiveness Induction of new directors within 1 week from appointment Prior to appointment, where feasible Regular and good quality information / legislative updates, training facilitation, advice Annual review of board and committee charters Annual board and committee assessments and effective and timely implementation of next steps Director availability Access to information, training, budget Full board support Ad hoc requests Appropriate, 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

15 Internal Business Processes Segment Strategic Intent Internal Business Processes Providing appropriate and timeous integrated value adding business processes and solutions KPA Objective Measurement Effective and efficient directorate office Improve on SLA targets / achieve SLA stretch targets Effective and efficient document management Legislative compliance, data integrity, protection of company and directors Continuous improvement Legislative compliance and customer satisfaction Submissions to CIPRO done within 5 working days of effective date No penalties Annual review and approval of SLA s % achievement of SLA stretch target 10%annual improvement on SLA customer scores, compared to baseline 60 second correct information retrieval Resolve backlog Decide on appropriate, if any, electronic document management system

16 Internal Business Processes (continued) Segment Internal Business Processes (continued) KPA Objective Measurement Statutory compliance and administration Effective and appropriate corporate governance facilitation (use of governance assessment tool) Implementation and comprehensive utilisation of ICSA One World Legislative compliance, protection of company and directors Develop, implement and maintain a good corporate governance culture Integrity and availability of information, better business co-ordination 100% adherence to resolutions Legislative updates compiled and circulated Board charters in place according to agreed SLA 2 x new topic Directors training sessions Decide on / develop tool First assessments by October Adherence to next steps from assessment Policy and procedure in place 100% data integrity Implement all aspects of system

17 Organisation & Learning Segment Organisation & Learning Strategic Intent Enabled and empowered professionals who contribute at their full potential for the benefit of the Department s overall objectives KPA Objective Measurement Attainment of Departmental CPD requirements Establishment of Cosec peer group across the FOC Adherence to corporate O&C process and extension to rest of Dept Continuous improvement and knowledge expansion Explore economies of scale - improve business co-ordination and ability to share best practice with our colleagues People development enabled and empowered individuals Average of 30 CPD hours per individual per annum Sharing of knowledge with Dept within 5 days post attendance Establish peer group by third quarter Optimisation opportunities identified and implemented Knowledge sharing initiatives O&C reviews for all employees Adherence to O&C next steps

18 Cinderella Profession Negotiated and agreed detailed SLA s with customers dramatically increased customer focus and efficiency First Cosec strategy session clear Dept goals and individual targets Achieving the goal Through a clear vision, mission and agreed targets directing the team towards the house on the hill Improved efficiency, effectiveness and relationship building leading to increased assistance / service requests Established global discipline peer group Meeting and regularly exceeding SLA s First board charter approved First-time directors training Global Business Partner of choice 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

19 THANK YOU Carina Wessels LLB (UP), Advanced Labour Law (UP), LLM (UNISA), PMD (GIBS), FCIS Legal Consultant (Company Secretarial)