This document provides guidance on establishing and implementing an effective Social and Ethics Committee as required by the South African Companies Act. It discusses the legal requirements, recommendations from influential bodies, and considerations for developing terms of reference, an annual agenda, reporting framework, and the secretary's role in facilitating the committee. The overall aim is to ensure the committee fulfills its mandate to monitor social, economic, ethical, and environmental issues in a meaningful way.
A “Sustainable Regulatory Policy”: what determines success?OECD Governance
Presentation by Gary Banks, Chair of the OECD Regulatory Policy Committee, and Dean of the Australia and New Zealand School of Government, Australia, at the 7th Expert Meeting on Measuring Regulatory Performance: Embedding Regulatory Policy in Law and Practice, Session on Reflections on sustainability of regulatory policy, Reykjavik, 18-19 June 2015. Further information is available at http://www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm
A “Sustainable Regulatory Policy”: what determines success?OECD Governance
Presentation by Gary Banks, Chair of the OECD Regulatory Policy Committee, and Dean of the Australia and New Zealand School of Government, Australia, at the 7th Expert Meeting on Measuring Regulatory Performance: Embedding Regulatory Policy in Law and Practice, Session on Reflections on sustainability of regulatory policy, Reykjavik, 18-19 June 2015. Further information is available at http://www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm
The Productivity Commission has released its draft report on the design and operation of New Zealand’s regulatory system. The draft report provides practical guidance for government officials involved in designing new regulatory regimes and regulators. The draft also provides a number of recommendations on how to improve the regulatory system as a whole. The ultimate goal of the recommendations is to have more effective regulation.
Regulatory performance: the role of InstitutionsOECD Governance
Presentation by Prof. Gary Banks, Chair of the OECD Regulatory Policy Committee and Dean of the Australia and New Zealand School of Government, Australia, at the 8th Conference on Measuring Regulatory Performance: Realising Impact: The Role of Institutional Frameworks in Regulatory Policy, which took place in Sydney 15-16 June 2016. Further information is available at www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
Presentation by Dr Jenny Gordon, Principal Adviser Research, Productivity Commission Australia, at the 8th Conference on Measuring Regulatory Performance: Realising Impact: The Role of Institutional Frameworks in Regulatory Policy, which took place in Sydney 15-16 June 2016. Further information is available at www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
New UK Reporting Regulations in force October 2013: What is a strategic report? Ardea International
All UK companies, except small ones will be required to produce a strategic report from October 2013. This presentation sets out key requirements and potential director's liabilities for getting it wrong.
Presentation by Gary Banks, Chair of the OECD Regulatory Policy Committee, and Dean of the Australia and New Zealand School of Government, Australia, at the 7th Expert Meeting on Measuring Regulatory Performance: Embedding Regulatory Policy in Law and Practice, Breakout session 3, Reykjavik, 18-19 June 2015. Further information is available at http://www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm
Presentation by Australia's Department of the Prime Minister and Cabinet at the 8th Conference on Measuring Regulatory Performance: Realising Impact: The Role of Institutional Frameworks in Regulatory Policy, which took place in Sydney 15-16 June 2016. Further information is available at www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
Presentation by Bob Carberry, Assistant Secretary Regulatory Cooperation Council Secretariat Privy Council Office, at the joint meeting of the OECD Regulatory Policy Committee and Trade Committee on 5 November 2015, Session 1: Learning more about IRC mechanisms, Paris, 5 November 2015. Further information is available at http://www.oecd.org/gov/regulatory-policy/irc.htm.
Regulatory Budgets and Stock-Flow Linkage RulesOECD Governance
Presentation by Nick Malyshev, Regulatory Policy Division, OECD, at the 9th Conference on Measuring Regulatory Performance - Closing the Regulatory Cycle: Effective ex post Evaluation for Improved Policy Outcomes which took place in Lisbon on 20-21 June 2017. Further information is available at www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
Sound governance and effective institutions are essential to achieve shared prosperity and sustained reductions in poverty.
Public accountability and proper governance contribute to better delivery of public services, support competition and growth, including through cooperation with private sector.
Quality information helps the government properly analyze risks and play their essential roles in resolving the complex and interconnected challenges in variety of sectors, including in health, social protection and education.
Evaluation and the budget - the role of SAIs -- Leonardo Albernaz, BrazilOECD Governance
Presentation by Leonardo Albernaz, Brazil, at the 11th annual meeting of the OECD Senior Budget Officials Performance and Results network, OECD, 26-27 November 2015
Institutional Frameworks for ex ante and ex post EvaluationOECD Governance
Presentation by Ms Celine Kauffmann, Regulatory Policy Division, OECD, at the 8th Conference on Measuring Regulatory Performance: Realising Impact: The Role of Institutional Frameworks in Regulatory Policy, Breakout Session 2, which took place in Sydney 15-16 June 2016. Further information is available at ww.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
On Tuesday 26th November 2013 in the heart of Birmingham ProgM SIG staged “Delivering more 4 less: using programme management to achieve transformational change in times of austerity." The SIG had promised an event that weaved together the four ‘C’s’ theme namely collaboration, change, community and competence, drawing on a wealth of experience from across the public sector. http://bit.ly/progmm4l
Merv Wyeth, ProgM Chair introduced the conference by describing how the event had been designed with the intention of providing delegates with a high return on their personal investment – i.e attendance and participation #eventroi. The big idea was that the day should be an enjoyable shared experience that offered an exceptional opportunity for learning, motivation and networking in the field of programme management.
Time and space was built into the programme to enable the audience to interrogate (police were present), and otherwise question, speakers. They were also given the opportunity to vote in polls on issues and questions that speakers posed, which offered additional insights into audience perception and sentiment which otherwise would not have been available.
The conference offered the chance for Jim Dale to provide a ‘sitrep’ on his ProgM-backed
Collaborative Change research namely “Using research to improve the delivery and effectiveness of change programmes and projects” previewed in last month’s show-case webinar. During his presentation Jim provided an update of the story so far, thanked those who had already participated either in an interview or by completing the survey. ProgM would like to extend the opportunity to all those currently, or previously, involved in programme management and related collaborative activity to participate in this important Collaborative Change survey.
On the day, Steve Wake, newly appointed Chair of APM Board, was available to round-up the proceedings and provide a special vote of thanks to his Board colleagues, the organising committee and our generous sponsors, BMT Hi-Q Sigma. He reminded those present of the ongoing Strategy 2020 initiative of “Listening, learning and leading” that complements events of this type.
One delegate (Neil White) wrote “A constant theme, running like a golden thread throughout the day, was that effective programme management is a necessary and complimentary bedfellow of collaboration, and an important ingredient in delivering successful transformational change.
Whereas projects are essentially objective and enable the effective development and delivery of ‘products’ (some of which are can be very big products!) it was recognised that programmes are much more subjective and must be sensitive to the environment in which they are operate.
Rather than see them as obstacles, programme managers must respect and be prepared to exploit the systems and organisations surrounding them to their mutual benefit.
Institutional Frameworks for Inclusive Regulation-MakingOECD Governance
Presentation by Ms Lisa Elliston, Portfolio Strategies and Land branch, Australian Bureau of Agricultural and Resource Economics and Sciences (ABARES), Department of Agriculture and Water Resources, Australia, at the 8th Conference on Measuring Regulatory Performance: Realising Impact: The Role of Institutional Frameworks in Regulatory Policy, Breakout Session 3, which took place in Sydney 15-16 June 2016. Further information is available at www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
The Productivity Commission has released its draft report on the design and operation of New Zealand’s regulatory system. The draft report provides practical guidance for government officials involved in designing new regulatory regimes and regulators. The draft also provides a number of recommendations on how to improve the regulatory system as a whole. The ultimate goal of the recommendations is to have more effective regulation.
Regulatory performance: the role of InstitutionsOECD Governance
Presentation by Prof. Gary Banks, Chair of the OECD Regulatory Policy Committee and Dean of the Australia and New Zealand School of Government, Australia, at the 8th Conference on Measuring Regulatory Performance: Realising Impact: The Role of Institutional Frameworks in Regulatory Policy, which took place in Sydney 15-16 June 2016. Further information is available at www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
Presentation by Dr Jenny Gordon, Principal Adviser Research, Productivity Commission Australia, at the 8th Conference on Measuring Regulatory Performance: Realising Impact: The Role of Institutional Frameworks in Regulatory Policy, which took place in Sydney 15-16 June 2016. Further information is available at www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
New UK Reporting Regulations in force October 2013: What is a strategic report? Ardea International
All UK companies, except small ones will be required to produce a strategic report from October 2013. This presentation sets out key requirements and potential director's liabilities for getting it wrong.
Presentation by Gary Banks, Chair of the OECD Regulatory Policy Committee, and Dean of the Australia and New Zealand School of Government, Australia, at the 7th Expert Meeting on Measuring Regulatory Performance: Embedding Regulatory Policy in Law and Practice, Breakout session 3, Reykjavik, 18-19 June 2015. Further information is available at http://www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm
Presentation by Australia's Department of the Prime Minister and Cabinet at the 8th Conference on Measuring Regulatory Performance: Realising Impact: The Role of Institutional Frameworks in Regulatory Policy, which took place in Sydney 15-16 June 2016. Further information is available at www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
Presentation by Bob Carberry, Assistant Secretary Regulatory Cooperation Council Secretariat Privy Council Office, at the joint meeting of the OECD Regulatory Policy Committee and Trade Committee on 5 November 2015, Session 1: Learning more about IRC mechanisms, Paris, 5 November 2015. Further information is available at http://www.oecd.org/gov/regulatory-policy/irc.htm.
Regulatory Budgets and Stock-Flow Linkage RulesOECD Governance
Presentation by Nick Malyshev, Regulatory Policy Division, OECD, at the 9th Conference on Measuring Regulatory Performance - Closing the Regulatory Cycle: Effective ex post Evaluation for Improved Policy Outcomes which took place in Lisbon on 20-21 June 2017. Further information is available at www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
Sound governance and effective institutions are essential to achieve shared prosperity and sustained reductions in poverty.
Public accountability and proper governance contribute to better delivery of public services, support competition and growth, including through cooperation with private sector.
Quality information helps the government properly analyze risks and play their essential roles in resolving the complex and interconnected challenges in variety of sectors, including in health, social protection and education.
Evaluation and the budget - the role of SAIs -- Leonardo Albernaz, BrazilOECD Governance
Presentation by Leonardo Albernaz, Brazil, at the 11th annual meeting of the OECD Senior Budget Officials Performance and Results network, OECD, 26-27 November 2015
Institutional Frameworks for ex ante and ex post EvaluationOECD Governance
Presentation by Ms Celine Kauffmann, Regulatory Policy Division, OECD, at the 8th Conference on Measuring Regulatory Performance: Realising Impact: The Role of Institutional Frameworks in Regulatory Policy, Breakout Session 2, which took place in Sydney 15-16 June 2016. Further information is available at ww.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
On Tuesday 26th November 2013 in the heart of Birmingham ProgM SIG staged “Delivering more 4 less: using programme management to achieve transformational change in times of austerity." The SIG had promised an event that weaved together the four ‘C’s’ theme namely collaboration, change, community and competence, drawing on a wealth of experience from across the public sector. http://bit.ly/progmm4l
Merv Wyeth, ProgM Chair introduced the conference by describing how the event had been designed with the intention of providing delegates with a high return on their personal investment – i.e attendance and participation #eventroi. The big idea was that the day should be an enjoyable shared experience that offered an exceptional opportunity for learning, motivation and networking in the field of programme management.
Time and space was built into the programme to enable the audience to interrogate (police were present), and otherwise question, speakers. They were also given the opportunity to vote in polls on issues and questions that speakers posed, which offered additional insights into audience perception and sentiment which otherwise would not have been available.
The conference offered the chance for Jim Dale to provide a ‘sitrep’ on his ProgM-backed
Collaborative Change research namely “Using research to improve the delivery and effectiveness of change programmes and projects” previewed in last month’s show-case webinar. During his presentation Jim provided an update of the story so far, thanked those who had already participated either in an interview or by completing the survey. ProgM would like to extend the opportunity to all those currently, or previously, involved in programme management and related collaborative activity to participate in this important Collaborative Change survey.
On the day, Steve Wake, newly appointed Chair of APM Board, was available to round-up the proceedings and provide a special vote of thanks to his Board colleagues, the organising committee and our generous sponsors, BMT Hi-Q Sigma. He reminded those present of the ongoing Strategy 2020 initiative of “Listening, learning and leading” that complements events of this type.
One delegate (Neil White) wrote “A constant theme, running like a golden thread throughout the day, was that effective programme management is a necessary and complimentary bedfellow of collaboration, and an important ingredient in delivering successful transformational change.
Whereas projects are essentially objective and enable the effective development and delivery of ‘products’ (some of which are can be very big products!) it was recognised that programmes are much more subjective and must be sensitive to the environment in which they are operate.
Rather than see them as obstacles, programme managers must respect and be prepared to exploit the systems and organisations surrounding them to their mutual benefit.
Institutional Frameworks for Inclusive Regulation-MakingOECD Governance
Presentation by Ms Lisa Elliston, Portfolio Strategies and Land branch, Australian Bureau of Agricultural and Resource Economics and Sciences (ABARES), Department of Agriculture and Water Resources, Australia, at the 8th Conference on Measuring Regulatory Performance: Realising Impact: The Role of Institutional Frameworks in Regulatory Policy, Breakout Session 3, which took place in Sydney 15-16 June 2016. Further information is available at www.oecd.org/gov/regulatory-policy/measuring-regulatory-performance.htm.
The Companies Act 71 of 2008, as amended by the
Companies Amendment Act 3 of 2011, and the
Companies Regulations 2011 came into effect on
1 May 2011.
The Act replaces the 1973 Companies Act . Some of the
provisions relating to the winding-up of insolvent companies in
the 1973 Companies Act will continue to apply until alternative
legislation has been brought into force to deal with the
winding-up of insolvent companies. Also any investigation by
the Minister or the Registrar of Companies under the 1973
Companies Act may be continued.
For the most part, however, the Act contains new
provisions to which companies are required to adhere to
from 1 May 2011. There are certain exceptions set out in
Schedule 5 which deal with transitional arrangements to
facilitate the transition from the 1973 Companies Act to
the Act.
This booklet has been prepared taking into account
the Act and Regulations as at 1 May 2011.
Compiled by KPMG.
Artificial intelligence (AI) is everywhere, promising self-driving cars, medical breakthroughs, and new ways of working. But how do you separate hype from reality? How can your company apply AI to solve real business problems?
Here’s what AI learnings your business should keep in mind for 2017.
3 Things Every Sales Team Needs to Be Thinking About in 2017Drift
Thinking about your sales team's goals for 2017? Drift's VP of Sales shares 3 things you can do to improve conversion rates and drive more revenue.
Read the full story on the Drift blog here: http://blog.drift.com/sales-team-tips
The Essentials of Board Governance
Presented by Fran Whittenburg Alvis, Homeless & Housing Coalition of Kentucky
The Board of Directors sets the tone and direction of the organization. Creating an effective Board is a continual
process that includes recruitment, engagement, and development. Effective Board leadership and governance helps ensure that an organization can operate at its fullest capacity. Whether you are the CEO of the agency or serve on the Board of the agency, this session will give you the tools to use to improve the effectiveness of your Board.
2. • BACKGROUND
• IMPLEMENTATION
• SECRETARIES ROLE IN FACILITATING AN EFFECTIVE COMMITTEE
PRACTICALITIES FOR IMPLEMENTING AN EFFECTIVE SOCIAL & ETHICS
COMMITTEE
3. • Requirements under the Companies Act
• King III
• Recommendations from influential bodies
Institute of Directors (IOD)
Ethics Institute
Ernst & Young
BACKGROUND
4. • Applies to Companies with PIS ≥ 500 in any 2 of the previous 5 years
• Calculated ito Reg 26(2)
• Effective from May 2011, on the anniversary of incorporation (May 2012)
REQUIREMENTS UNDER THE COMPANIES ACT, REGULATION 43
5. (a) Monitor the Company’s activities, having regard to relevant legislation and codes, relating to:
Social and economic development
Good corporate citizenship
Environment, health and public safety
Consumer relationships
Labour and employment
(b) Draw matters to the attention of the board
(c) Report through one of its members to the shareholders in AGM
REGULATION 43(5)
6. The Company has a responsibility to all stakeholders
• Considers legitimate interests of stakeholders when deciding in the best interest of the company;
• Principle 1.2:
Ensure company is a responsible corporate citizen
Ethical relationship between company and society / environment / economy
Collaborate with stakeholders to promote ethics
Develop and implement measurable corporate citizenship policies
• Principle 1.3:
• Ensure company ethics are managed effectively
KING III REQUIREMENTS
7. THE IOD on Running an Effective Social and Ethics Committee
• Legislation determines that the company appoints the Committee
• Board appoints the first members
Involve nominations committee selecting members with the best mix of skills and talent;
Board appoints the Committee & Members
AGM ratifies the Committee as a permanent statutory committee and committee of the board
• Members:
not less than 3 Directors or prescribed officers
at least one non-executive
CONSIDERATION :
are ADDITIONAL members required to be PO/ Directors
RECOMMENDATIONS FROM INFLUENCIAL BODIES
8. Considerations Raised by The Ethics Institute
• Managing duplication
May incorporate other committees ie transformation / ethics
Synergies and synchronisation between committees
Links between committees impacts meeting schedules
• Terms of Reference to facilitate appointment of additional members / ex-officio members
• Board delegations of other responsibilities (Direct / control / oversight)
• Minutes may play a crucial role to illustrate the company’s performance
Recommends minutes included in board papers
• Create a rolling agenda spread out through the year
More RECOMMENDATIONS FROM INFLUENCIAL BODIES
9. Considerations Raised at the Ernst & Young Trialogue Sustainability Forum
• Business finds it easier to deal with numbers, thus boards don’t effectively focus on sustainability
• Social capital needs to be identified and linked to economic value to give it more meaning
• It may appear the committee removes responsibility from the board
Line function, providing over-sight obo board
Committee has responsibility, board has accountability
Note that liabilities for Committee Members, Sections 76 and 77 of the Act applies
• Committee should link ethics, environmental & social issues to business strategies.
• Management should report and be excused, allowing committee to reflect independently;
more RECOMMENDATIONS FROM INFLUENCIAL BODIES
10. • Drafting the Terms of Reference
• Shaping the Agenda
• Reporting Framework
IMPLEMENTATION
11. • Constituted by board – ratified in AGM
• Role - monitor (may include: direct / oversight / advisory)
• Membership – First members appointed ito the Act
Termination of membership
Additional members & standing invitees
• Secretary – implications if not Secretary of the Company
• Meeting frequency and quorum – fit for company requirements
• Responsibilities / scope in line with the Act (may include Ethics, transformation, policies and other)
• Reporting : Guidelines for reports received, frequency and manner of reporting to Board, AGM and other
committees
• Authorities – to receive information, investigate activities, access to records and independent experts
DRAFTING THE TERMS OF REFERENCE
12. • Informed by the scope in ToR
• Consider application to the business affairs per division / operation
• Table of other committees with similar scope
• Apply risk matrix to determine frequency of deliberation per agenda item
• Consider reports flowing in / out
• Consider existing reporting timelines
• Develop a meeting plan that allows meaningful debate and aligns
SHAPING THE AGENDA
13. EXAMPLE ANNUAL ROLLING AGENDA
A. ITEMS FOR QUARTERLY CONSIDERATION Q1 Q3 Q4 MANDATE
1. Environment, Health and Safety review per Operation x x x Review
2. Sustainability Committee Feedback (or) Sustainability strategy & policy review x x x Review
3. Minerals Policy, Mining Charter and Legislative Compliance x x x Review
4. Internal audit report - by exception x x x Review
B. ITEMS FOR ANNUAL CONSIDERATION
1. Approve / review health, safety, environmental and climate change policies x Review
2. Receive Business Integrity Report
Ethical Conduct & Business Practices
Competition Law Compliance
Whistleblowing policy and report
Fraud prevention and investigations
United Nations Global Compact Principles (10);
OECD recommendations regarding corruption;
x Review
3.
Receive report under anti-money laundering (AML/CFT) policy x Review
4.
Review Good Corporate Citizenship
Policies on equality / discrimination / corruption
Sponsorship, Donations, Charitable Giving's
Community Development Initiatives
x Review
5. Receive Report on Labour and Employment
Compliance with EE Act
Protocol on decent work and working conditions
Employment relationships and educational development
Compliance with B-BBEE Act
Social & Labour Plan commitments
x Review
6. Report on Consumer Relationships
Advertising practices
Public Relations
Compliance with Consumer Protection Laws
x Review
7. Review Annual Report to board and AGM x Review
14. • Standard template for reports from divisions and operations
• Align reports with information provided to other committees
• Deliberate on an exceptions basis on matters to escalate to the board
• Key focus (High risk) areas inform the annual report
• Annual report considered by committee and provided to board and AGM
REPORTING FRAMEWORK
15. • Terms of reference
Facilitates meaningful deliberation
Results in meaningful reporting
• Agenda:
fit for purpose
logical flow of information
• Minutes:
Highlight deliberations, key risk areas and focused mitigating actions
Key issues to be raised at the board and added to board agenda
Meaningful evidence trail in response to social, economic or ethics incidents
SECRETARIES ROLE IN FACILITATING AN EFFECTIVE COMMITTEE
16. • Provided some background, including recommendations by influential bodies
• Proposed an approach to effective implementation
• Considered the role Secretaries play in facilitating the Committee
CLOSING