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