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Governance at GS1 Presentation for MEMA September 2012

Governance at GS1 Presentation for MEMA September 2012. Contents. Role of a GS1 Member Organisation (MO) MO Rights & Obligations within GS1 Internal Compliance Committee. Role of a GS1 Member Organisation (MO). Key Role. To be User Driven & User Governed

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Governance at GS1 Presentation for MEMA September 2012

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  1. Governance at GS1 Presentation for MEMASeptember 2012

  2. Contents • Role of a GS1 Member Organisation (MO) • MO Rights & Obligations within GS1 • Internal Compliance Committee

  3. Role of a GS1 Member Organisation (MO)

  4. Key Role • To be User Driven & User Governed • To promote, deploy and support GS1 standards, solutions & services on behalf of its members • To comply with the GS1 membership rules

  5. User Driven & User GovernedWhat does it mean? • Rigorous corporate governance, accountability and financial transparency to the members • Members participate in the governance and decision making (Management Board, General Assembly) • Delivering quality solutions and services based on global GS1 standards & members’ needs • Delivering value for money to all of the members (big, medium & small) • Providing appropriate representation at national & international level

  6. Role of MO Management Board • To provide overall strategic direction • To represent and be accountable to the members ensuring robust corporate governance & financial transparency • To ensure optimum performance of the organisation in terms of Strategy, Operating plan, Budget, Membership and revenue • To make proposals to the members (General Assembly) on strategic direction, annual budgets, operating plan, membership fees, changes to the Statutes, etc. • Delegates the day-to-day management and operations to a CEO/General Manager & staff

  7. Typical MO Structure General AssemblyRepresents GS1 Users (members) Management Board Composed of UsersElected by an accountable to all members Chief Executive / Managing Director Reports to Management Board. Ensures day-to-daymanagement Membership Services Marketing & Communications Business Development Finance & Administration

  8. MORights & Obligations within GS1 (GS1 Statutes: Articles 5 & 6)

  9. Rights • Exclusive license to administer the GS1 System and provide GS1 products & services in its territory under GS1 brands and trademarks • Exclusive license to distribute GS1 standards and publications • Can vote and participate at GS1 General Assembly meetings • Can submit nominations for membership of GS1 Management Board (together with MOs from its region) • Ongoing information, assistance & training from GS1 Global Office

  10. Key Obligations • To promote the Mission & Vision of GS1, • Comply with the GS1 Statutes, rules & General Assembly decisions, • Administer & deploy the GS1 System & standards in its territory • Deliver the GS1 Core Services (see ICC slides) • Pay annual fees to GS1 Global Office, • Operate on a not-for-profit basis (see ICC slides) • Be an independent legal entity (see ICC slides) • Be user driven & user governed (see ICC slides).

  11. InternalComplianceCommittee (ICC)

  12. Introduction • ICC approved by eBallot in January 2012 • ICC Membership approved by the MB in October 2011: • Pierre Georget (Chairman) Maria PalazzoloGary LynchDavid Calleja Ravi MathurMiguel Angel PeraltaBo RaattamaaMiguel Lopera Philippe Wéry (Secretary)

  13. Objectives of the ICC • Objective: Ensure MOs comply with GS1 Statutes, Regulations and General Assembly decisions • 1st priority - Governance Issues: • User Driven and User Governed • Operate on a not-for-profit basis • Auditor’s Letter Obligations • Respect GS1 Brand • 2nd priority - Business Methods: • Objective: Ensure all MOs offer a minimum and consistent level and quality of services • Priority: focus on Core Services which, if not properly implemented, can damage the GS1 system and/or the users

  14. Roles & Responsibilities * For the compliance areas that are clearly defined in the GS1 Statutes and Regulations (e.g. user driven, not for profit), the steps 2 and 3 are not needed

  15. MO Governance

  16. New - Agreed by 2012 GA Business Methods: Assessment

  17. APPENDIX

  18. Governance: Key areas of MO Compliance • User Driven and User Governed • Majority of the members of the Management Board are users of GS1 standards • Exceptions allowed for countries under State system • The MO has a structure or mechanisms in place which ensures the Management Board is held accountable to the users • Operate on not-for-profit basis • No distribution of MO revenue/profit to members, Board members, owners and management except: • legitimate payments for out-of-pocket expenses and reasonable remuneration in return for services actually rendered to the MO (e.g. travel expenses for attending Board meetings, management fees, etc.) • reasonable remuneration to Board members (and not their companies) • Fees Obligations • Pay annual fees on time. • Annually submit letter from Auditor • Role of the ICC is: • to clarify, in case of doubt or uncertainty, whether the MO’s calculation of its gross revenue complies with the definition for MO Gross Revenue agreed by the GA and • to ‘chase’ MO’s late in the payment of their fees but only once all actions taken by the Global Office and the Finance & Audit Committee have proved unsuccessful. • Respect GS1 Brand (as per the Brand Architecture Guidelines approved by the GA) • For naming the MO legal/trading entity: use GS1 + country (logo or text) • Use GS1 logo with registered trademark ® (no alteration allowed)

  19. Changes to the Auditor’s Letter - Changes in red – Approved at 2012 GA We have examined the declaration of the Financial Strength of [name of the GS1 organisation] to GS1 Global Office and confirm that the declared Financial Strength is in conformity with the GS1 Financial Model agreed by the GS1 Extraordinary General Assembly in Brussels on 19 February 2009 and modified by the GS1 General Assembly on 23 May 2012 and is in conformity with the list of examples of included and excluded items of income as agreed by the GS1 General Assembly. We confirm that the Financial Strength of [name of the GS1 organisation]amounts to [amount in local currency] and represents y% of the total revenues of [name of the GS1 organisation]. The Financial Strength of [name of the GS1 organisation] includes the revenues generated by the following entities and activities: [list the activities and entities included in the Financial Strength] and excludes the revenues generated by the following entities and activities: [list the activities and entities excluded from the Financial Strength]. We certify that our firm, [name of the auditingcompany] is certified by the [name of the national or international certification body] and attach evidence of such certification. Signed (local Auditor).

  20. Contact Details GS1 Global Office Avenue Louise 326, bte 10 B-1050 Brussels, Belgium T + 32 2 788 78 00 W www.gs1.org

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