CSSA: Ten Practical Guidelines to Improving Board Communication

Ten Practical Guidelines to Improving Board Communication

3 May 2016

Dear Colleague

Chartered Secretaries Southern Africa (CSSA) is proud to announce the launch of a new paper titled “Ten Practical Guidelines to Improving Board Communication” by the Corporate Secretaries International Association (CSIA). CSSA is a founding member of CSIA, which has over 70 000 company secretaries and governance professionals worldwide. Ensuring effective board communication has always been a critical aspect of the company secretary’s role. In the face of new and ever-increasing liability for directors and the incorporation of the business judgment rule in many jurisdictions has brought this duty more to the fore than ever.

CSIA’s new paper provides useful and practical advice for company secretaries and governance professionals to balance the imperatives of management and the board to improve the quality of discussions and the decision making process.

The paper was launched in London on 28 April 2016 by CSIA at a webinar co-hosted by Diligent Corporation, sponsors of the paper and chaired by Carina Wessels, Past President of CSIA and CSSA. Joining Carina on the panel was Charlie Horrell, Managing Director, Europe, Middle East and Africa, Diligent Corporation and Meena Heath, Global Ambassador, Global Leaders in Law, who fielded incisive questions submitted by the 200-plus attendees. CSSA continues to play a leading role in the international community of company secretaries and governance professionals.

A press release describing the launch; the full paper on “Ten Practical Guidelines to Improving Board Communication” and the webinar can be accessed on this link www.csiaorg.com

Regards,

Stephen Sadie
(MBA, M. Ed)
Chief Executive Officer

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Nssa boss externalizes $340 million

HARARE, Newsday (May 11, pg 3) National Social Security Authority (NSSA) acting general manager Hashmon Matemera appeared at the Harare Magistrates’ Court yesterday charged with externalizing about $340 million during his tenure as BancABC managing director. Matemera (52) was not asked to plead when he appeared before provincial magistrate Vakai Douglas Chikwekwe, who granted him $10 000 bail and remanded the matter to June 15. Allegations against Matemera are that he facilitated the externalization of $332 980 000 belonging to diamond miner Jinan to Botswana, Zambia, Sierra Leone, Mozambique, Dubai and China when he was still head of BancABC three years ago.

Blackmail Fraud 2.0

In my post of March 25 I lamented the distressing development of what I termed Blackmail Fraud. This phenomenon of “non-terminability” or “immunity from termination” is best illustrated by the topical case sited below.

WASHINGTON—

Zimbabwe’s leading platinum-mining firm, Zimplats Holdings, allegedly used an offshore company to pay salaries for senior managers in violation of exchange control laws, according to documents leaked from a Panamanian law firm. Read article..

Assuming that what is reported to have happened here did indeed occur (well, there’s no smoke without fire), then such a practice could ‘ve only been done by and/or at the behest of the C-Level management. Now, assume further that it was the Accountant in charge of the “Executive Salaries” function who would handle the transactions. Would he be touchable or indeed terminable of he, well, helped himself to some payroll funds. Wouldn’t the board have preferred a rather hushed solution to this scam had it come to their attention before these nosy journalists!

 Gudo picuringOur summary advice is:

(a) Tone at the top.
(b) Making certain Internal Controls are operating as they should at all times. This calls for an independent monitoring function.

(c) Periodic Fraud Vulnerability Review (also known as Fraud Risk Assessment) which follow the pretence of “prevention is better than cure”. Here experts assist with the process of risk analysis that proceeds from threat assessment to threat evaluation to the selection of countermeasures designed to contain or prevent that risk.

(d) Effective, conclusive investigations where a fraud is suspected or detected.

About 5wh Audit

5wh is a relationship-oriented professional services company that provides the following solutions to business challenges:
Ø Internal Audits
Ø Forensic Audits
Ø Compliance Audits
Ø Due Diligence Investigations
Ø Business Systems Design, Development and Reviews

We work with business owners and leaders who are set on blowing away those constraints blocking their way to success. We also assist our clients isolate hidden economic assets in their business and determine specific projects to optimize and leverage those assets for greater profit and growth.

We know that the only way to turn your potential for success into actual success is to blow away the constraints that block your path.
________________________________________
© Caleb Mutsumba

 

 

 

Are your Processes Efficient? Find out Today.

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• Start building scalable, value-generating processes, ready for growth
• Productively identify and mitigate risks

Download the workbook here.

You are a Leader. You Suspect Fraud. Read This.

The story below illustrates what fraud examiners have always emphasised: When you suspect fraud, the first step is to secure evidence. How do you do that? You don’t have to go it alone. You can’t possibly know everything. Call the experts.

Manunure High School petrol-bombed

 HARARE, Newsday (March 30, pg 4) Manunure High School in Kwekwe had its financial records destroyed by fire following a suspected petrol bomb attack at the bursar’s office on Monday night. School Development Commitment Chairman Dickson Zhou confirmed the incident saying receipt books, computers and desks in the bursar’s office were reduced to ashes in the attack which took place around 8 pm.

crime scene

5wh Audit is a relationship-oriented professional services company that provides the following solutions to business challenges:

Ø  Internal Audits
Ø  Forensic Audits
Ø  Compliance Audits
Ø  Due Diligence Investigations
Ø  Business Systems Design, Development and Reviews

We work with business owners and leaders who are set on blowing away those constraints blocking their way to success. We also assist our clients isolate hidden economic assets in their business and determine specific projects to optimize and leverage those assets for greater profit and growth.

We know that the only way to turn your potential for success into actual success is to blow away the constraints that block your path.

© Caleb Mutsumba

Blackmail Fraud: What is it?

Immunity from Termination

The one distressing development that we at 5wh are witnessing across many of our client organisations in Zimbabwe is what we have come to call “blackmail fraud”. In this situation, the fraudster – either amateur or professional and mostly in administrative or managerial position – commits acts of transactional or systematic non compliance as part of or adjacent to the fraud scheme.

When the fraud is detected, the fraudster calls attention to the non compliance issue. In many instances, because of the legal doctrine of vicarious liability, the non compliance issues tend to peril the employer more than the employee. In the end, employers are stopped from acting against the offender in a way they would have or what the Code of Conduct stipulates.

Though this is not a new phenomenon, we have seen that, with penalties getting so excessive (take tax penalties, for instance), it seems that even the smaller non-compliance issues give rise to this phenomenon of “non-terminability” or “immunity from termination”.

Where to Now?

Internal Control

An organization is a living entity which changes over time. As a result, the organization’s mission, goals and objectives must be regularly evaluated and periodically revised. Thus, internal control is an ongoing process known as the Internal Control Cycle. After an organization analyzes its goals and objectives to determine its risks, management must analyze these risks and evaluate the policies and procedures in the identified high-risk areas. Part of the management process includes monitoring the progress made toward meeting goals and objectives. Monitoring also helps to ensure the effectiveness of the organization’s internal controls and the effectiveness of the policies and procedures. Periodically, policies and procedures should be revised to mitigate risk and eliminate redundancy. They must also be communicated internally and externally, as necessary.

Everyone in an organization has responsibility for internal control.

Tone at the Top

Management’s attitude, actions, and values set the tone of an organization, influencing the control consciousness of its people. Internal controls are likely to function well if management believes that those controls are important and communicates that view to employees at all levels. If management views internal controls as unrelated to achieving its objectives, or even worse, as an obstacle, this attitude will also be communicated. Employees are aware of the practices followed by upper management including those that circumvent internal controls. Despite policies to the contrary, employees who note that their managers frequently override controls, will also view internal controls as “red tape” to be “cut through” to get the job done. Management can show a positive attitude toward internal control by such actions as complying with their own policies and procedures, discussing internal controls at management and staff meetings, and rewarding employees for following good internal control practices. Although it is important to establish and implement policies and procedures, it is equally important to follow them. In the “immunity from termination” scenario, the Code of Conduct is not only perceived to just another worthless document; it is in effect a hollow manuscript.

Management Ethics, Philosophy & Operating Style

An organization’s culture evolves from the values of its members and the culture, in turn, exerts a strong influence on the actions, decisions, and behaviors of all employees.

An ethical culture requires engaged employees and managers who understand why doing the right thing is important for the organization’s long-term viability; and they have the determination to see that in fact the right thing does get done.

What are some of the key attributes needed for an organization to be fully integrity-based?
• Employees feeling a sense of responsibility and accountability for their actions and for the actions of others.
• Employees freely raising issues and concerns without fear of retaliation.
• Managers modeling the behaviors they demand of others.
• Managers communicating the importance of integrity when making difficult decisions.
• Leadership understanding the pressure points that drive unethical behavior.
• Leadership developing processes to identify and remedy these areas where pressure points occur.
These attributes touch other aspects of the organization that go beyond the fundamental abilities of making a profit and maintaining high levels of quality and productivity: how well the organization adapts to change, or encourages employees to be engaged in decision making, how well the organization creates a collective sense of purpose around shared values. It is this broader set of skills and qualities that create the foundation needed to support an ethical culture. These higher-level behaviors are no longer “nice to haves.” These are the behaviors now demanded for survival in this economic environment of creative destruction.

Management’s philosophy and operating style affect the way the organization is managed. They determine, for example, whether the organization functions informally with verbal instructions or formally with written policies and procedures. They also define whether the organization is conservative or aggressive in its response to risks. In other words, they define the organization’s “risk appetite” or the level of risk that is acceptable to the organization. To be successful, the organization’s internal controls must be aligned with management’s philosophy.

Our summary advice is:

(a) Tone at the top.
(b) Making certain Internal Controls are operating as they should at all times. This calls for an independent monitoring function.

(c) Periodic Fraud Vulnerability Review (also known as Fraud Risk Assessment) which follow the pretence of “prevention is better than cure”. Here experts assist with the process of risk analysis that proceeds from threat assessment to threat evaluation to the selection of countermeasures designed to contain or prevent that risk.

(d) Effective, conclusive investigations where a fraud is suspected or detected.

About 5wh Audit

5wh is a relationship-oriented professional services company that provides the following solutions to business challenges:
Ø Internal Audits
Ø Forensic Audits
Ø Compliance Audits
Ø Due Diligence Investigations
Ø Business Systems Design, Development and Reviews

We work with business owners and leaders who are set on blowing away those constraints blocking their way to success. We also assist our clients isolate hidden economic assets in their business and determine specific projects to optimize and leverage those assets for greater profit and growth.
We know that the only way to turn your potential for success into actual success is to blow away the constraints that block your path.
________________________________________
© Caleb Mutsumba