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Turnaround Professional Body Governance Structures
 

Turnaround Professional Body Governance Structures

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Turnaround Certification Governance Board of South Africa

Turnaround Certification Governance Board of South Africa

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    Turnaround Professional Body Governance Structures Turnaround Professional Body Governance Structures Presentation Transcript

    • Jan van der Walt (Director: Certification) March 2010 Turnaround Professional Body Governance Structures The Turnaround Certification Governance Board of TMA-SA and its Standards and Academic Subcommittees The premier professional community dedicated to corporate renewal and turnaround management
      • The turnaround industry in South Africa and the need for certification
      • Turnaround professional body
      • 3. Turnaround professional body governance structures
      • 4. Turnaround professional qualifications and qualifications
      TMA-SA Presentations on Turnaround Certification
    • Turnaround Professional Body:
      • Overview
      • Turnaround Certification Governance Board
      • Standards Subcommittee
      • Academic Subcommittee
      • Role of Services SETA
    • Overview OVERVIEW Turnaround Governance Board Academic Subcommittee Standards Subcommittee
      • Preparing body of knowledge
      • Preparing, administering and scoring certification examinations
      • Continuing education and recertification programmes
      • Applications
      • Establishing and maintaining ethical and other professional standards
      • Investigating any allegation that standards were violated
      • Disciplinary measures
      • Define and administer standards of education, experience and professional conduct
      • Review and approve the format of all application and reference forms used
      • Determine whether an applicant has met standards for certification
      • Grant waivers or modifications
      • Hear and resolve complaints relating to failure to maintain standards of professional performance
      • Decide all requests for reconsideration of denials of or revocations of certification
      • Review and approve or deny continuing professional education credit requests that fall outside normal established parameters
      • Annually review certified members who fail to meet requirements
      Turnaround Certification Governance Board and its Subcommittees:
      • Overview
      • Turnaround Certification Governance Board
      • Standards Subcommittee
      • Academic Subcommittee
      • Role of Services SETA
      Turnaround Professional Body:
    • The Turnaround Certification Governance Board fulfils an oversight role over the functions of its subcommittees
      • Functions of the Turnaround Certification Governance Board (TCGB)
      • Define and administer standards of education, experience and professional conduct
      • Review and approve the format of all application and reference forms used
      • Determine whether an applicant has met standards for certification
      • Grant waivers or modifications of specific certification requirements for good causes
      • Hear and resolve complaints relating to a certified member's failure to maintain standards of professional performance
      • Decide all requests for reconsideration of denials of or revocations of certification
      • Review and approve or deny continuing professional education credit requests that fall outside normal established parameters
      • Annually review certified members who fail to meet requirements
      TURNAROUND CERTIFICATION GOVERNANCE BOARD
    • Turnaround Certification Governance Board membership requirements
      • The board may not exceed fifteen (15) members
      • Each TCGB member shall be elected to a one, two, or three year term
      • In order to demonstrate independence from potential undue influence, the TCGB will not contain current TMA-SA's board members except for:
        • A transition period to establish the Turnaround Certification Governance Board and the certification programme
        • The CEO of the TCGB, who will assume the role of the Certification Director on the TMA-SA's Board of Directors
      • A firm may not have more than one representative on the TCGB, with the exception a transition measure and with the approval of TMA
      • The TCGB will consist of established leaders and respected individuals in the turnaround and business rescue fields such as turnaround professionals, workout lenders from banks, attorneys, and judges
      TURNAROUND CERTIFICATION GOVERNANCE BOARD
    • Turnaround Certification Governance Board membership requirements (continued)
      • Additionally, other stakeholders in turnaround certification may also form part of the TCGB as representatives from other constituencies
      • All turnaround practitioners and advisors who are initial TCGB members must agree to become certified as soon as feasible
      TURNAROUND CERTIFICATION GOVERNANCE BOARD
    • Half of the Turnaround Certification Governance Board requires stringent requirements for board membership
      • At least 50% plus one member of the Turnaround Certification Governance Board will be TMA-SA members complying with the following requirements:
        • Two case studies of companies or organisations for which the prospective Board member has been engaged and has successfully completed turnarounds
        • Three letters of recommendations from clients other than the two cases
        • Three letters from others in the industry with which the prospective Board member has had direct dealing, such as bankers, attorneys, government officials, and so forth
          • Such letters of recommendation should comment on the proposed Board member’s qualifications, skills and integrity
        • A bachelor’s degree from an accredited university or at least ten (10) years of experience in executive or senior management, interim management, consulting, loan workout/restructuring, or in the legal or accounting professions or as a Business Rescue Practitioner
        • A minimum of five (5) years of experience as listed above, three (3) years of which must be in turnaround, two (2) years of which must be with regard to companies suffering financial distress or in a financial crisis
          • The experience requirement is the largest hurdle
        • Member in good standing of TMA-SA
      TURNAROUND CERTIFICATION GOVERNANCE BOARD
    • Appointment of the Turnaround Governance Board
      • The Board of TMA-SA appoints only the initial Turnaround Certification Governance Board and its officers
      • After the initial terms have elapsed, the Turnaround Certification Governance Board become self-perpetuating by appointing for the next year, its:
        • Chairperson (which will be a TMA-SA member)
        • Deputy Chairpersons
        • New board members
      • provided 50% plus one of board members are TMA-SA members complying with the criteria previously discussed
      • The Turnaround Certification Governance Board appoints its Standards and Academic Subcommittees
      TURNAROUND CERTIFICATION GOVERNANCE BOARD
    • Turnaround Certification Governance Board nominations
      • Chairperson nominee: Professor Mervyn King (Brait, King III, etc.)
      • Deputy Chairperson 1 appointment : David Harding (Corporate Renewal Solutions and present TMA-SA Board member):
        • He is the most experienced TMA-SA member
        • Note it is proposed that a TMA-SA veteran be the Deputy Chairperson 1 for the initial Board.
      • Deputy Chairperson 2 nominees : Themba September (Ingerop, ABASA), or Patrick Daly (Daly Maqubela Oliphant, ex-ABASA, King III Business Rescue Task Force, LSSA):
        • Note it is proposed that a senior ex-ABASA member be the second Deputy Chairperson, and that ABASA members going forward into the TCGB provide their preference for the Deputy Chairperson 2 position
      TURNAROUND CERTIFICATION GOVERNANCE BOARD
    • Nominations: Group 1 of the TCGB representing TMA-SA members not in Group 2 and non-TMA-SA members, and representing at most 50% of the TCGB
      • Nominee : Themba September (Ingerop, ex-ABASA) or Patrick Daly (Daly Maqubela Oliphant, ex-ABASA, King III Business Rescue Task Force, LSSA) depending on who is not elected as Deputy Chairperson
      • Nominee : Ntombi Langa-Royds (Nthake Consultants and Corporate Renewal Solutions, 2009 Chair of TMA-SA)
      • Appointment : Professor Anneli Loubser (UNISA, King III Business Rescue Task Force, doctoral student in law, present TMA-SA Board member, a statutory position on the TCGB as Chair of the Academic Subcommittee in terms of certification by-laws)
      • Nominee : Judge Ralph Zulman (King III Business Rescue Task Force)
      • Nominee : Danile Nyalunga (Head of Workout and Restructuring, IDC)
      • Nominees : A nominees from organised labour is awaited
      TURNAROUND CERTIFICATION GOVERNANCE BOARD
    • Nominations: Group 2 of the TCGB representing TMA-SA members complying with prescribed requirements, and together with the Chairperson, representing 50% plus one of the TCGB
      • CEO : Jan van der Walt (Corporate Renewal Solutions, King III Business Rescue Task Force, ex-ABASA, doctoral student in business with a research interest in business rescue, presently on the TMA-SA Board; in 2009 on TMA-SA Board as Certification Director in terms of certification by-laws, member of the Academic Subcommittee and Chair of the Standards Subcommittee)
      • Secretary : Philip Reynolds (Deloitte, SAICA), presently on the TMA-SA Board as Secretary)
      • Nominee : Karl Gribnitz (Gandalf Trust, presently on the TMA-SA Board)
      • Nominee : Gert Holtzhauzen (Nedbank, Banking Association of SA, past Chair of TMA-SA)
      • Nominee : John Sherrat (JWS Advisors, experienced corporate turnaround manager who established a certification programme with Services SETA before)
      • Nominees : One of Alistair Moffat or Lindsay Robertson (both from FRM Strategies), with the other as Alternate Director (permission for Alternates are still to be obtained)
      TURNAROUND CERTIFICATION GOVERNANCE BOARD
    • Most Chapter 6 business rescue stakeholders are represented by present Turnaround Certification Governance Board nominations
      • Boards of directors : Professor Mervyn King also represents the Institute of Directors
      • Affected persons:
        • Shareholders : Professor Mervyn King also represents the Institute of Directors
        • Creditors : Secured creditors are represented by Gert Holtzhauzen of Nedbank (and the Banking Association). Unsecured creditors are not represented
        • Employees/trade unions : Provision is made for a representative of organised labour
        • Business Rescue Practitioners : a number of nominees will qualify as Business Rescue Practitioners in terms of the programme's certification designations
      TURNAROUND CERTIFICATION GOVERNANCE BOARD
      • Overview
      • Turnaround Certification Governance Board
      • Standards Subcommittee
      • Academic Subcommittee
      • Role of Services SETA
      Turnaround Professional Body:
    • The Standards Subcommittee is responsible for applications, standards and disciplinary action
      • Functions of the Standards Committee:
      • Reviewing, approving, rejecting or deferring the applications of all applicants for certification, and reviewing inquiries and appeals regarding certification, in accordance with such rules and regulations relating to granting and maintaining certification as the TCGB may adopt
      • Establishing and maintaining ethical and other professional standards for certified turnaround professional
      • Investigating confidentially any allegation that a certified turnaround professional has violated the standards so established
      • Implementing confidentially appropriate disciplinary measures against turnaround professionals found to have violated those standards
      STANDARDS SUBCOMMITTEE
    • Appointment of the Standards Subcommittee
      • The Turnaround Certification Governance Board appoints the Standards Subcommittee
      • Final approval of the Standards Subcommittee must be obtained from TMA International’s Certification Oversight Committee
      • At least 50% of the members of the Standards Subcommittee will be TMA-SA members, and will comply with the criteria applicable to TCGB TMA-SA members
      • Ideally, no term limits are imposed on members of the Standards Subcommittee
      • Members’ tenure is designed to be lengthy so that the history of the program and the institutional knowledge obtained remains with the committee
      • The committee should be populated with professionals similar to the Turnaround Certification Governance Board, however the number of members required is determined by TMA-SA
      • All turnaround practitioners and advisors serving on any subcommittee shall strive to hold the Certified Turnaround Professional designation (“CTP”)
      STANDARDS SUBCOMMITTEE
    • Standards Subcommittee nominations
      • Chair : Jan van der Walt (in terms of the certification by-laws the CEO of the TCGB will be the Chair of the Standards Subcommittee):
        • Appointed by the TMA-SA Board on 19 March 2009
      • Philip Reynolds (Deloitte, presently a TMA-SA Board member):
        • Appointed by the TMA-SA Board on 19 March 2009 – note that technically, in terms of the by-laws, the TCGB should endorse this appointment)
      • Nominee : Dale Pudney (Dale Pudney & Associates, presently a TMA-SA Board member)
      • Nominee : Garrath Rosslee (One World Consulting, ex-TMA-SA Board member):
        • With his HR background, Garrath is ideal for this position
      • Nominee : Jill Oliphant (Daly Maqubela Oliphant, ex-ABASA, LSSA):
        • She has accepted nomination John Evans (RS Advisors, ABASA, SAICA):
        • He has accepted the nomination, but since he will be overseas for some time he suggested that another member be nominated
      • Nominee : Riza Moosa (Deneys Reitz Attorneys:
        • He has not yet accepted his nomination.
      STANDARDS SUBCOMMITTEE
    • Standards Subcommittee nominations - 2
      • Ideally, membership of this subcommittee should represent a spread of:
        • The Turnaround Management Association - Southern Africa
        • Banking Association
        • Law Society of South Africa
        • South African Institute of Chartered Accountants
      STANDARDS SUBCOMMITTEE
      • Overview
      • Turnaround Certification Governance Board
      • Standards Subcommittee
      • Academic Subcommittee
      • Role of Services SETA
      Turnaround Professional Body:
    • The Academic Subcommittee is responsible for the body of knowledge, exams and continuing education
      • Functions of the Academic Committee:
      • Preparing for approval by the Standards Subcommittee a South African body of knowledge required for certification, customised from the body of knowledge of TMA
      • Preparing, administering and scoring South African certification examinations, with reference to the examinations of TMA
      • Administering the continuing education and recertification programmes
      ACADEMIC SUBCOMMITTEE
    • Appointment and functioning of the Academic Subcommittee
      • The Turnaround Certification Governance Board appoints the Chairperson of the Academic Subcommittee
      • The Chairperson of the Academic Subcommittee, with the Turnaround Certification Governance Board, is responsible for recruiting subject matter expert contributors to the development of a body of knowledge applicable for the turnaround and corporate renewal practices within South Africa
      • These subject matter experts will serve as the Academic Subcommittee, and must have extensive knowledge of South Africa legal, managerial, and accounting and financial regulations
      • Individuals’ names, titles, contact information and bios must be provided to TMA International’s Certification Oversight Committee.  In addition, TMA-SA must provide the name, contact information, and credentials of the chairpersons of the Academic Subcommittee to TMA International’s Director of Certification for approval by TMA International’s Certification Oversight Committee prior to final appointment
      • TMA International’s Certification Oversight Committee must be notified if there is a change of Chair of the Academic Subcommittee, and the name, contact information, and credentials of the new individual must be provided
      ACADEMIC SUBCOMMITTEE
    • Academic Subcommittee nominations
      • Chairperson:
        • Professor Anneli Loubser (UNISA, King III Business Rescue Task Force, doctoral student in law, present TMA-SA Board member, a statutory position on the TCGB as Chair of the Academic Subcommittee in terms of certification by-laws)
        • Appointed by the TMA-SA Board on 19 March 2009 – note that technically, in terms of the by-laws, the TVGB should make this appointment)
      • Law:
        • Professor Anneli Loubser
        • Nominee : Professor David Burdette (Nottingham Trent University, ex-ABASA, King III Business Rescue Task Force, ex-TMA-SA Board member)
        • Nominee: Lawrence Ngobeni (The Insolvency Firm, ex-ABASA, King III Business Rescue Task Force, doctoral student in law)
      • Turnaround Management:
        • Nominee: Professor Marius Pretorius (Associate Professor in Strategy, Leadership and Turnaround in the Department of Business Management, University of Pretoria)
        • Nominee: Frans van Heerden (Associate director of and lecturer at Wits Business School)
      ACADEMIC SUBCOMMITTEE
    • Academic Subcommittee nominations
      • Finance and Accounting:
        • Nominee: Professor Ebo Oost (UP)
        • Nominee: Christiaan Lamprecht (USB)
      • General:
        • Nominee: Professor Neil Harvey ( Seidman College of Business, Grand Valley State University in Michigan, founder member of TMA-SA). He and Frans van Heerden have convened and lectured at the Managing a Turnaround and Corporate Renewable programme at Wits Business School from 2002 to date
        • Jan van der Walt (in terms of the certification by-laws the CEO of the TCGB will be a member of the Academic Subcommittee)
      ACADEMIC SUBCOMMITTEE
      • Overview
      • Turnaround Certification Governance Board
      • Standards Subcommittee
      • Academic Subcommittee
      • Role of Services SETA
      Turnaround Professional Body:
    • Role of Services SETA
      • Development of professional designations (See “Turnaround Professional Qualifications” presentation):
        • Assistance with approval of professional designations by SAQA
      • Broader consultation - engagement with dti, Ministry of Finance and South African Revenue Services
      • Turnaround to be recognised as a profession
      • Placing the turnaround profession on the BUSA (Business Unity South Africa) agenda as the regulatory authority of Business Rescue Practitioners
      • Applying to government to have TMA-SA recognised as the regulatory authority of Business Rescue Practitioners
      • TMA-SA to represent BUSA with regard to turnaround matters
      ROLE OF SERVICES SETA
    • Questions?
      • Register as a member:
      • www.tma-sa.com/members/tma registration.asp
      • Contact details for Susanne Braatvedt (Administrator):
      • Tel.: 082 950 2624
      • Fax: 086 592 3619
      • Web site: www.tma-sa.com
      • Email: [email_address]
      Turnaround Management Association – Southern Africa Director Certification: Jan van der Walt