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IoDSA Governance Assessment Instrument Information 2010 Custodians of Corporate Governance. Introduction Currently the King Report on Corporate Governance in Southern Africa, 2009 (King III) together with relevant legislation, sets the standard and principles for corporate governance in South Africa. There is however no credible and generally accepted national standard available for measuring how various organisations are performing against the appropriate standard. The Governance Assessment Instrument (GAI) The IoDSA has developed a governance assessment instrument in the form of an automated web- based tool that will serve as both a measure and an enabler of good corporate governance structures, policies and procedures. The design of the instrument is such that it can be employed towards different intents, including: • Implementation of King III • Assessment of implementation and • Reporting on application of King III and other relevant governance standards. The assessment criteria in the GAI are based on the Principles and recommendations contained in King III and those provisions of the Companies Act, 2008 and the JSE Listing Rules that pertain to governance. Each assessment criterion has an appropriate answer set and weighting attached to it which takes account of the relative impact that it has on the overall governance at an organisation in relation to the other criteria. The benefit of this is that skewed results are avoided. On completion of the assessment questions, the GAI generates reporting that consists of the following: • An overall result • A traffic light indicator and dashboard per assessment category and • Narrative reporting with various degrees of detail depending on the requirement of the user. The current live module has been developed for “Public and Large Private Companies”. However, a unique feature of the GAI is that it will consist of different modules customised to cater for the needs of also SMEs, non-profit organisations, medical aid schemes, retirement funds and the various types of government entities. These additional modules to the GAI will therefore, in essence entail tailoring King III for application by each of these sectors. The additional modules will become available for use during the second half of 2010. Due to the independent verification capability thereof and the fact that it will, over time, establish standards and a statistical benchmark for different sectors and industries, the IoDSA foresees that the assessment instrument will evolve to become an enabler of transparent, credible and measurable reporting to stakeholders. Custodians of Corporate Governance. Founding Partners The IoDSA would like to thank the following Founding Partners for their financial support and pilot feedback in the development of the GAI. Custodians of Corporate Governance. The Subscription Process The web link to the tool is accessible via the IoDSA website - www.iodsa-gai.co.za. Organisations interested in using the GAI may follow the following processes: Option 1 – Obtaining user license 1. Complete registration form and forward to firstname.lastname@example.org 2. Accept and sign User License Agreement 3. Within 1 working day, a username/password will be forwarded to the designated contact person 4. On initial log in, user will be required to change username/password for security purposes 5. Invoice will follow for payment by either, a. Monthly billing in advance, or b. 1 year annual subscription upfront with 10% early settlement discount Option 2 – Registering for trail of product 1. Complete registration form and forward to email@example.com , indicate trail version 2. Within 1 working day, a username/password will be forwarded to the designated contact person 3. 30 day trail provide with 5% of GAI to assess suitability and functionality 4. Should the organisation then wish to covert to the full license, steps 2-5 of Option 1 will apply. Supporting Documents Included herewith, please find the following, for further information: • Registration form • User License Agreement Costing Model & Terms Contract Period The contract period is ONE YEAR. Thereafter the notice period is one month. Licensing and Terms The licensing terms are set out in detail in the licensing agreement. Monthly subscriptions entitle the licensee access and use of the GAI. The license fee is payable monthly in advance (1st of the month) or an annually in advance by choice of the licensee. Payments are to be made by EFT, and or deposits are referenced with your account number or fund registration number. Fees quoted are EXCLUSIVE of VAT. Custodians of Corporate Governance. Annual Discount Where a Licensee has the preference for one annual invoice and payment, an early settlement discount is offered of 10% of the annual value. Pricing – Module: Public and Large Private Companies 1. FIRST YEAR SET-UP AND LICENSE FEE: COMPANY MONTHLY LICENSE FEE (unlimited users) Holding Company / Single entity R1 900 Subsidiary (2nd to 5th) R1 000 per subsidiary 5 Company License Fee bundle R5 000 Subsidiary (6th onwards) R 500 per subsidiary 20 Company License Fee bundle R10 000 Subsidiary (21st onwards) MINIMUM R 200 per subsidiary 2. RENEWABLE LICENSE FEES (FROM 2ND YEAR): COMPANY MONTHLY LICENSE FEE (unlimited users) Holding Company / Single entity R 950 Subsidiary (2nd to 5th) R 500 per subsidiary 5 Company License Fee R2 500 Subsidiary (6th onwards) R 250 per subsidiary 20 Company License Fee R5 000 Subsidiary (21st onwards) MINIMUM R 200 per subsidiary Pricing for other modules and types of companies on request. Custodians of Corporate Governance. About the IoDSA The Institute of Directors in Southern Africa (IoDSA) is the only organisation in southern Africa that represents directors, professionals and business leaders in their individual capacities. As the primary decision-makers in the private and public sectors, directors hold a special position of leadership and trust and are responsible – both legally and morally – for determining the company’s strategic direction and for the control of the company. The company is integral to society as the creator of wealth and employment, and the role of the directors vitally important. The purpose of the IoDSA is: 1. To be the role model for good governance, leadership and integrity; 2. To be the custodians of corporate governance; and 3. To develop and enhance professional directorship. The IoDSA provides forums where decision-makers can network and exchange ideas for the advancement of business and public affairs. The IoDSA also places a great emphasis on encouraging members to improve their personal competencies through education and lifelong learning. Boards and directors benefit from the Centre for Corporate Governance, whereby interventions are offered, which will assist in improving a Board’s efficiency and effectiveness as a whole. The center also offers well-researched and independent opinions and advice on technical governance matters, and the advertising of non-executive director vacancies to our membership base to assist with board appointments. Internationally, the IoDSA maintains contact amongst business leaders and associations at the highest level. These associations and affiliations represent a global network of directors and senior executives reaching every corner of the business landscape. In southern Africa, membership currently exceeds 4000 and is widely representative of commerce, industry, government and the business professions, and spans the full spectrum of business from the largest public companies to the smallest private enterprises. IoDSA members hold positions on the boards of many of the companies listed on the Johannesburg Stock Exchange. The profile of IoDSA members vary from directors of privately owned companies or professionals to directors of publicly listed companies, leaders of parastatals as well as senior position holders in the public sector. The IoDSA’s goal is to properly represent all decision makers that ensure the success of private and public enterprise, with a particular emphasis on increasing member diversity. Although membership is limited to individuals, the IoDSA has valued patrons, endorsers and partners. These are organisations that align themselves to the aims and objectives of the IoDSA by supporting the Institute’s vision. For further information on IoDSA services, please visit www.iodsa.co.za Custodians of Corporate Governance. Contact Information Angela Oosthuizen Ansie Ramalho Chief Operating Officer Director: Centre for Corporate Governance Tel: 011 430 9900 Tel: 011 430 9900 Cell: 084 606 4444 Cell: 083 309 2343 Email: firstname.lastname@example.org Email: email@example.com Natasha Bouwman Michael Lasch Supervisor: Centre for Corporate Governance Governance Assesment Instrument (GAI) Tel: 011 430 9900 GM: GAI Operations Email: firstname.lastname@example.org Cell: 083 377 0559 Email: email@example.com Custodians of Corporate Governance. Sample Views Home Page The Assessment Questions Custodians of Corporate Governance. The Dashboard The Reporting - Summary Custodians of Corporate Governance. The Reporting - Exceptions Custodians of Corporate Governance.
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