Here's an article written by Dr. Jules Ferdinand in the Vincentian Newspaper on one of the topics of our recent online 3 Part Series - Governance Practices in the State sector: 

https://thevincentian.com/integrity-in-public-life-p20615-109.htm

Governments are actively working the world over, including in the Caribbean, to improve the governance within the Public Sector. The governance (SOEs) is important because they provide important services within a country and constitute a large and important part of the economy in terms of employment. 

As a part of our regional columns on corporate governance, the Caribbean Corporate Governance Institute (CCGI) is launching  a series of articles that focuses upon the governance of state owned enterprises (SOEs).  In this first article we define what an SOE is and identify some of the international standards and applicable laws and regulations that apply to SOEs in the region. 

What is an SOE?

Amongst many policy makers there has been a level of confusion as to which organisations are SOEs. The Organization for Economic Cooperation and Development (OECD) define an SOE as being any kind of enterprise where the state owns shares in it. This simple definition provides a very useful method for identifying in many cases whether an organization is an SOE or not. For example, let us take the much discussed case of CL Financial. The Government of Trinidad & Tobago provided more than TT$20billion to the company but left the ownership of the shares with the original owners.  Some people have argued that this lack of direct share ownership means that the company is not an SOE. However, we would argue that the shareholding agreement for the company gave the state the right to appoint a majority of the directors and that this indicates that there was a very significant level of state control. CL Financial should therefore be regarded as an SOE. 

International standards for SOEs

The key international governance standard for SOEs is the OECD Guidelines for State Owned Enterprises. These Guidelines were first published in 2005 and have been revised in 2015. They are fully aligned with the more general G20/OECD Principles of Corporate Governance that were also published in 2015.  Both the principles and guidelines have benefit from extensive consultations. Many of the CCGI’s partner organizations – in both developed and developing countries have been active participants. 

The OECD Guidelines outline the state’s role in an SOE as follows: 

“The state exercises the ownership of SOEs in the interest of the general public. … The members of the public whose government exercises the ownership rights are the ultimate owners of SOEs. This implies that those who exercise ownership rights over SOEs owe duties toward the public that are not unlike the fiduciary duties of a board toward the shareholders, and should act as trustees of the public interest. High standards of transparency and accountability are needed to allow the public to assure itself that the state exercises its powers in accordance with the public’s best interest.” (p.32)

The key regulations and laws relating to the governance of SOES

Jamaica

In Jamaica the key references for SOE governance are: the Public Bodies Management and Accountability Act (2001); the Companies Act (2004); the Private Sector Organisation of Jamaica (PSOJ) Code on Corporate Governance (2009); the Accountability Framework for Senior Executive Officers (Permanent Secretaries, CEOs of Executive Agencies and Public Bodies) (2010) and the Corporate Governance Framework for Public Bodies in Jamaica (2012). The Framework (2012) is currently being expanded with a Code of Conduct for Directors, a Competency Profile Instrument for Boards of Public Bodies, and a Performance Evaluation instrument. At present the PSOJ is in the final stages of revising the Code on Corporate Governance, CCGI’s comments are available on our website, and the Ministry of Finance and Planning in Jamaica is actively working on progressing the complementing components of the CGPB even during the course of the current election process under way.

Trinidad and Tobago

In Trinidad & Tobago the key references for SOEs are the Companies Act (1995); Integrity in Public Life Act (2000),  the State Enterprises Performance Monitoring Manual (2011) and the Trinidad and Tobago Corporate Governance Code (2013). 

SOEs must, of course, comply with their bye-laws, special legislation applying to them, and laws of the country and special directions in cases where they are regulated, for example, in the financial sector. All directors of SOEs should be aware of all legal requirements. At the same time they should be aware that the law is the minimum standard that needs to be complied with - it is not an indication of best practice. Many directors have found the tools developed by the Energy Chamber of Trinidad & Tobago to be very useful. These are freely available on its website (http://corpgovtt.info/). One of the tools includes a customized assessment of the current SOE legislative requirements in T&T and has four levels of maturity progression: Level 1 is the legal baseline. Specific indicators define what each level of progression means and the CCGI recommends that all SOE Boards should consider assessing their organization using this framework and using this as a basis for developing plans for improving their compliance and governance.

Probity, transparency, accountability, and assured sustained performance are four hallmarks of corporate governance for all sectors and type of organization. Many countries have adopted legislation that enables citizens to get access to information on companies that fall under its remit - in the case of Jamaica this is the Access to Information Act (2002) and in Trinidad & Tobago the Freedom of Information Act (1999). These acts should be regarded as a “back-stop” feature of corporate governance because other existing legislation in both countries already mandates disclosure of much of the information covered in these Acts. In addition, international corporate governance standards recommend high levels of disclosure and transparency. The CCGI believes that in many cases the usage of Access to Information and Freedom of Information legislation is as a result of levels of disclosure and transparency of a company being below these international best practice standards. The Freedom of and Access to Information Acts of T&T and Jamaica are, from a corporate governance perspective, only likely to be used if good corporate governance is not taking place. 

Disclosure of performance and governance information in the Caribbean is very poor (details are available on the CCGI website) The International Benchmark is that 51 items should be disclosed by public interest entities. In Trinidad & Tobago only 12 items are recommended and there is guidance on an additional 16 items. In the case of Jamaica about 35 items should be disclosed. 

Companies that demonstrate sustained commitment to high environmental, social, and governance standards have been shown to be consistently higher financial performers than their less well governed peers. This is the reason why corporate governance standards focus upon disclosure. Disclosure is so important that the OECD Guidelines for State Owned Enterprises (2015) dedicate one of its seven principles to this topic:

Principle VI: Disclosure and Transparency: State-owned enterprises should observe high standards of transparency and be subject to the same high quality accounting, disclosure, compliance and auditing standards as listed companies.

The Institute recognizes that the reform of SOEs is challenging because these organisations are very complex due to the state itself not only having a shareholder and investor role, but also being involved in regulating the very industry in which the SOE is operating. Defining the state’s role and determining effective relationships between the SOE and key stakeholders that normally include the shareholding ministry, portfolio ministry, cabinet, ministry staff, citizens, and regulators is not easy. We recommend that a starting point should be with the shareholding ministry. In all cases a Ministry should be able to demonstrate to the public that it has:

1. developed requisite policies for the SOEs in its portfolio (including how the ministry avoids potential conflicts and market distortions associated with being policy setter, regulator and market participants),
   
2. given clear and informed direction on what results are expected,
   
3. reviewed and concurred with the approach the SOE has taken to achieve the results,
   
4. monitored the achievement of the results in an assured way,
   
5. has complied with all laws, regulations, and applied best practice standards, incl. engaging stakeholders in respect of their material interests in the organizations activities.
   

The application and execution of these standards would play a significant role in improving transparency, accountability, and performance of public sector organizations in the Caribbean.

The role of the Caribbean Corporate Governance Institute (CCGI) as an independent, professional, non-profit membership organization is to support individual directors, member organisations, and the markets and societies in the Caribbean. To this end our work includes the engagement of all stakeholders in the development of standards for corporate governance that are appropriate for the Caribbean. We also provide quality assured education up to Chartered Director level (we are registered as secondary or tertiary level education institution with the Accreditation Council of T&T). In addition, engaging in the public discourse on corporate governance matters is an important part of our work and to that end we publish in a column on corporate governance regionally in newspapers and online. In 2013 the CCGI, together with the Trinidad & Tobago Chamber of Industry and Commerce (TTCIC) and the Trinidad & Tobago Stock Exchange (TTSE) led a nine month drafting and consultation process resulting in the publication of the Trinidad & Tobago Corporate Governance Code (2013). The Trinidad & Tobago’s former Minister of Finance gave the feature address at the launch and continues to strongly endorse the code. Since then the Institute has been engaging governments in the region in a variety of ways in relation to SOEs. In late 2015 the CCGI decided to build on existing legislation, regulation, standards, and guidance and lead the development of a corporate governance code for SOEs.

There have been many calls on the CCGI to lead the development of such an SOE code, to conduct training for existing and potential board members of SOE boards, work with Governments and Ministries in the region. Now is an opportune time as there have been important international and regional developments in Corporate Governance that provide a good basis to build the next step on and it is critical to take those steps now.

The CCCGI works toward to the Caribbean being widely recognized and trusted as an attractive, transparent, efficient and ethical place for business. One key element towards that goal is the harmonization of corporate governance standards (for listed companies, closely-held, public bodies and SOEs, all types of Civil Society bodies) within the region, taking account of the socio-economic context in the Caribbean while still being consistent with international consensus standards.

Written on behalf of CCGI by Dr Axel Kravatzky, Chairman of CCGI, and Dr Chris Pierce, Director of Education of CCGI.  

The CCGI is a regional, independent, non-profit, professional membership organization registered with the Accreditation Council of T&T. CCGI is the award body that provides the Certificate and Diploma in Corporate Governance and the Chartered Director qualification throughout the Caribbean. The CCGI welcomes membership applications and participation in its courses and events throughout the region. +1 (868) 221-8707 www.caribbeangovernance.org

Following the global financial crisis in 2008, there is a growing trend in both the private and public sectors around the world to adopt what has commonly become known as integrated reporting. It is widely anticipated that this novel way of reporting on both financial as well as non-financial information to stakeholders is going to become the new standard of reporting both for companies and their stakeholders in the future. This mode of reporting is also expected to have a material impact on the role of the auditing profession.

While Integrated Reporting has grown exponentially internationally, as of February 2016 there are no known applications in the Caribbean, and it is expected that the first adopters can gain significant advantages. In essence, the objective of integrated reporting is explain to all stakeholders, especially those providing financial capital and others who can materially affect the organization, how the organizations create and sustains value, how the board governs and management’s stewardship of the business. The aim is to engage stakeholders, to enable them to assess more readily important matters that shape its value in the long-term, plans for the medium-term, and patterns and trends in achieving strategic and operational objectives.

In simple layman terms, stakeholders of the business should be able when reviewing an integrated report to determine whether the governing structure of the organisation has reasonably identified social, environmental, economic and financial issues that could affect the future sustainability of the organisation.

Whereas the traditional way of reporting by companies in the past has predominantly focused on historical financial performance and compliance related matters, integrated reporting looks at both historical performance, as well as future performance by assessing a wide range of financial and non-financial factors including risks and opportunities which are likely to impact the business and determine its future sustainability.

The most frequently asked questions by boards of directors of companies when confronted by their stakeholders (or in some jurisdictions the regulators) to produce an integrated report is how does one go about preparing such a report and are there model reports available against which to benchmark an integrated report.

In dealing with the latter first, a distinguishing feature of an integrated report compared to the more familiar annual reports which corporates the world over have become accustomed to and which are more compliance based in nature, there is no one size fits all or model integrated report. Every integrated report must be structured around the unique circumstances of the organisation concerned and requires a completely different mind-set in the preparation thereof compared to the traditional annual report.

Thankfully though, guidance regarding the preparation of an integrated report has been provided by The International Integrated Reporting Council (IIRC) through its publication of The International Framework – Integrated Reporting publication which can be found on the following website http://integratedreporting.org/resource/international-ir-framework/

The Framework produced by the IIRC establishes guiding principles, as well as content elements in terms of what needs to be reported. The guiding principles essentially underpin the preparation of an integrated report and spell out how the information is to be presented whereas the content elements set out what should be contained and addressed in an integrated report.

The guiding principles include:-

• strategic focus and future orientation;
  
• connectivity of information;
  
• stakeholder relationships;
  
• materiality and conciseness;
  
• reliability and completeness; and
  
• consistency and comparability.
  
• Content elements require that the following be addressed in the report:-
  
• Organisational overview and external environment;
  
• Governance;
  
• Business model;
  
• Risks and opportunities
• Strategy and resource allocation;
• Performance;
  
• Outlook; and
  
• Basis of presentation.
  

Whereas with annual reports, boards can approach the same in a linear fashion by thinking in silos, integrated reporting leading to the production of an integrated report, requires the board to think in an integrated manner by evaluating the six capitals identified by the IIRC namely; financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital in relation to the organisation.

As highlighted above, the primary purpose of an integrated report is to explain to all stakeholders including shareholders how an organisation creates value over time by applying the six capitals in the context of its business model and operating environment underpinned by materiality, inclusivity and responsiveness. Materiality requires a robust interrogation of the various risks and opportunities facing the organisation which may or are likely to affect its future sustainability. Inclusivity addresses the extent to which the organisation has engaged with all of its stakeholders in respect of the six capitals, while responsiveness focuses on how the company has dealt with the material risks and opportunities facing the organisation and communicated these to its stakeholders.

Aside from the obvious benefits to stakeholders by gaining a deeper and more holistic appreciation of the organisation from an investment perspective, other advantages to organisations which report in an integrated manner include, among others, the alignment of strategy to risk, the development of a culture of innovation, increased competitiveness in its chosen markets, significant cost savings, heightened transparency and greater stakeholder confidence.

The Caribbean Corporate Governance Institute (CCGI) has taken a leading position in the sphere of integrated reporting within the Caribbean community and will be pleased to assist all boards of organisations within the region which may be interested in pursuing this fast evolving method of reporting. 

For further information in this regard please contact Denise Deonarine at

denise.deonarine@caribbeangovernance.org.

Written on behalf of CCGI by Andrew Johnston, member of the Auditing and Accounting

Committee of King III Report, Chairman of the Johannesburg Stock Exchange Corporate Secretary Forum, Member of the ICGN Remuneration Committee, and Corporate Secretary of Altron Group of Companies.

The CCGI is a regional, independent, non-profit, professional membership organization registered with the Accreditation Council of T&T. CCGI is the award body that provides the Certificate and Diploma in Corporate Governance and the Chartered Director qualification throughout the Caribbean. The CCGI welcomes membership applications and participation in its courses and events throughout the region.

We would like to send our heartiest congratulations to partner and Stakeholder the Jamaica Stock Market (JSE) for earning the rating of number one performing index in 2015 worldwide topping 92 markets tracked by the global financial research company. The Stock Exchange has been a big supporter of the Institute on several initiatives, and we look forward to working with them in the future. Our first initiative for 2016 with the JSE was presenting on the topic of Integrated Reporting at their annual conference entitled “Reaching Beyond Traditional Boundaries - Exploring & Partnering for Growth for All” on January 20th, 2016.   

We were able to interview Marlene Street- Forrest the General Manager at the JSE to find out about how the stock exchange views Governance and what she believes is the future for the JSE.

1.     How have governance practices been important in your organization's operations?

There are two points of governance for the Jamaica Stock Exchange.  (a) The JSE is a regulator of companies listed on the Exchange and member /dealers (brokers). We seek to ensure that these organizations comply where applicable with the regulations contained in the JSE’s rules and the Securities Act.  We are regulated by the Financial Services Commission and as a listed Company also by the Rules of our Exchange.

The JSE ensures that we are compliant with our regulators and that as far as possible those we regulate are compliant as the heartbeat of any market is the confidence that the participants have in us.

You may be aware that in order to improve our own governance arrangements, our organization became demutualized in 2008 at which point our regulatory and commercial activities were separated. This ensured that even the perception that the process of regulatory decision was contaminated by self-interest would be minimized or removed completely. Today we can say with confidence that our regulatory process is robust and as was recognized by  Bloomberg in their article last year on our achievement on being the World’s Best Performing Stock Exchange in 2015.

2.     What would you tell your members about the role of governance in their organizations?

Our members know and appreciate the role of good governance in their organizations. They have experienced the upside of good governance in the improvement in operational efficiencies which have had an impact on these companies’ growth and profitability, public perception and their  ability to conduct business globally.  Many of our Junior market companies have commented on the fact that initially that all the requirements seem to be somewhat of an arduous task but once started they have reaped significant benefits from doing so. As empirical data has shown that good corporate governance usually improves a company’s share value, companies are encouraged to be particularly diligent in ensuring timely and accurate disclosure of financial reports and material information and that the structure of their boards should be such that allows for equitable treatment of shareholders, transparency and in short good governance.

3.     For 2016, what are you hoping to see as a key milestone or achievement for the stock exchange?

Given that the JSE recognizes the importance of good corporate governance, it will be launching by the end of the first half of the year, the JSE Corporate Governance Index. The JSE also continues to review its own rules to ensure that new practices and principles which encourage better governance are incorporated into our requirements as we encourage those we regulate to travel with us on this journey.  For the Stock Exchange Group itself we are determined also to ensure that our stakeholders, internal and external customers have the best information possible to assist them in bringing about improvements in their organizations.

Boardrooms throughout the world have by and large become better at risk management as uncertain environments have constantly challenged original thinking. In some jurisdictions corporate governance regimes have put pressure on executives by suggesting best practice and more open reporting beginning with the risk appetite that the Board is willing to undertake. Risk and risk discussions have, over recent years, had more airtime at both board and board committee levels. Increasingly, Audit Committees are called Audit and Risk Committees as that topic demands more attention and practicing experts have been drawn in to populate such committees. Having looked at many risk registers over the years confirms the above, we have noted Boards are getting better and more disciplined. New tools have been developed, example Value at Risk (VAR), heat maps, probability/impact matrices, stress testing, escalation procedures etc. One can almost predict the headings when one goes through these documents as boards constantly fine-tune. Two variables are sometimes missing though. The first is the monetising of risk: what would be the financial impact on profitability, cash flow, balance sheet (statement of financial position) and shareholder value of any of these events occurring? The other sin of omission is what we refer to as Strategic Risk. This is often overlooked as the risk conversation concentrates on the usual legal, cyber, environmental, political type of risks (all very valid!) Boards very rarely conduct a strategic health check when things are going well. Strategic reviews tend to be orchestrated and engage executives deeply only when performance begins to waiver or when a new Chief Executive Officer is appointed.

 Here are a few thoughts for executives: 

• Is your business model still relevant? Far too often discussions on strategy assume that the current model is still appropriate and all conversations therefore take place within that assumption.
• Those who choose to live by the sword get shot by those who don’t! Remember that famous scene from the first Indiana Jones movie? The point here is that new competitors pay no respect to legacy and history. They just don’t care. Far too often the “stay as we are” option is the comfortable one until disrupted by new and different competitors. This choice of option must always be critiqued more fervently. 
• What is the craziest thing that our competitor(s) could do? We recommend you should consider that in our workshops. The findings may surprise you. When platforms attack!

To reinforce the point above, digital platforms are no longer content to be just that. They understand their capabilities and lever them accordingly. Credit Card companies and retail banks have been under attack from the likes of ApplePay, Paypal and so forth for some time now. 

Nothing is for ever. Ask Nokia, Eastman Kodak and many others. Corporate longevity is no longer assured and recent studies point to the fact that businesses in most western economies are disappearing faster. No one has ‘a right’ to be in business. No business has a divine right to hold on to loyal customers. Customers have choice (and a lot of it) and loyalty is easily tested. Consumers have access to information like never before. Switching costs have come down or are inexistent. Furthermore consumers now have voice. Word of mouse has replaced word of mouth. The court of public opinion carries considerably more weight than before. 

“In our industry!” is phrase you would probably want to avoid in strategic review sessions. Such an approach is too narrow and limits the scope of thought and conversation. New competitors often come from outside the industry. Sony must be livid at Apple “entering” the music industry. 

Be wary of benchmarking. The ultimate benefit of benchmarking is perfect imitation. You and your competitors become the same, look the same and sound the same. This is one of the most difficult strategic positions to find yourself in. Strategy should not be like following a fashion trend… Instead, be different, or better, or cheaper! 

Cost cutting is not a strategy! You are just fixing a problem. Strategy has to be generating more enduring advantages. 

The role of Marketing has changed. Advertising has become surveillance and forecasting; influencing consumer behaviour has assumed considerably more importance. The boundaries between ecommerce and advertising have become blurred. Is your marketing function up to it? Who makes up that division? Experience is great as long as the future resembles the past. Do you have the right level of marketing experience? Remember: twenty years’ experience may well be one year’s experience repeated twenty times. 

Be wary of management consultants and other strategic soothsayers. Advisers cannot do your strategy for you. They can assist in the process to ensure that the right debates take place, they will query, validate, act as agent provocateur if needed, but the end call rests with the Board. Responsibility cannot be abdicated. 

What about the process? How does strategy happen here? Who is involved? Is the process inclusive and democratic or is it the preserve of a few. Would the process stand up to scrutiny? When was it last reviewed. Are you happy about the quality of the information that the Board receives? 

Can you answer the following questions easily:

•  We know how we compete.
  
• We know where we compete. 
  
• (And by implication we know where we do not compete and how we do not compete)
  
• We fully understand our source of competitive advantage. 
  
• We fully understand the link between our strategy and shareholder value creation.
  
• We always have a good Plan B. (Did David have one when facing Goliath?)
  

 And above all your strategy should be simple to articulate. Remember the movie “Pretty Woman?” The financier played by Richard Gere struggles to respond to the call girl played by Julia Roberts when she asks him” What do you do?” He breaks into corporate finance mumbo jumbo that nobody understands. Much later in the movie, having thought it through, he revisits his answer with more clarity. 

Contributor: Mr. Jean Pousson (United Kingdom) Faculty Member of the Caribbean Corporate Governance Institute

By Brian Lewis in Trinidad & Tobago Guardian

A new beginning. A brighter future. As T&T celebrates Divali— the festival of lights with the Hindu community—it seems as if it’s a clear sign not mere coincidence that the topic of today’s column offers a ray of hope and light. As sport both locally and internationally continues to face a relentless barrage of sordid headlines—all symptomatic of poor governance. 

It’s timely that the focus today is good governance. Why? There is good news. The battle to improve good governance in T&T received a powerful boost last week. Good Sport governance is top of mind internationally, regionally and locally. The T&T Olympic Committee (TTOC) hosted last week its first ever “Good Sport Governance” week.  

A series of meetings were held with national sport organisations and sport stakeholders. Professor Leigh Robinson, head of sport studies at the University of Stirling provided expertise in sport governance. Supporting, the TTOC in its ongoing efforts to build leadership and governance capacity, knowledge and skill set is Olympic Solidarity. 

A key aspect of the last week’s good sport governance week was the consultation aimed at including sport stakeholders views in the proposed good governance code for sport in T&T initiative that the TTOC is championing. 

One of the breakthrough benefits was a heart-to-heart meeting involving the Ministry of Sport and Youth Affairs, Sport Company of T&T and the Olympic committee. It was the first time such a collective gathering was held and all those present including Professor Robinson expressed profound appreciation for the opportunity to share ideas, concerns and views on governance. 

Minister of Sport Darryl Smith must be commended for his enthusiastic support and endorsement. Minister Smith also seized the moment and allowed Professor Robinson to share her candid thoughts while at the same time making it crystal clear that improving governance is one of his priorities. The Ministry of Sport and Sport Company and the TTOC must work together and share resources. 

The TTOC hosted a good governance workshop at Olympic House where Minister Smith addressed participants and sat in on the workshop for as long as his busy schedule allowed. 

Also meeting with Professor Robinson were members of the TTOC Governance Commission. Members of the commission include Rikhi Rampersad, Brian Frontin, Axel Kravatzky, Jason Juillen and Brigadier General Anthony Phillip Spencer and Jeanne Borneo. read the full story here

Barbados Nation - Business Authority

Caribbean corporate executives are being urged to update their knowledge of financial risks, solvency, bankruptcy laws and regulations. This advice is coming from the Caribbean Corporate Governance Institute (CCGI). Read the full story here.

Barbados Advocate - Business Monday

Read the full story here.

Jamaica Observer - Business

CARIBBEAN CORPORATE GOVERNANCE INSTITUTE

The preceding article stated that the board of directors must examine the level of solvency within the company. If a company is insolvent it means that an organisation is either unable to pay its debts, or its liabilities and debts listed in the balance sheet exceed its assets. If the debts don't get paid, then the insolvency will lead either to bankruptcy for individuals and sole traders, or the company will be wound up or liquidated. In addition, the directors' control over the company will cease and the company will cease to trade, its assets will be sold and the proceeds will be distributed among its creditors.

The article concluded by noting that some business commentators regard solvency versus profitability as a false dilemma. They argue that both are important and that companies need to monitor both closely. On the other hand, other experts argue that a company cannot realise its potential profit if it can't remain solvent along the way. They argue that the relative importance of solvency versus profitability depends on the time horizon that is being used. If you are focusing upon a short-term time horizon, then solvency is more important than profitability. However, if you are focusing upon a medium- and longer-term time horizon, then profitability will become relatively more important. read full story

Click here to download	Finance Minister, Colm Imbert

By Natalie Briggs, T&T Business Guardian

“At one point in 2015, just after the Election, with no new contractual obligations on the part of the incoming government or new items of expenditure, the overdraft at the Central Bank reached 98.0 per cent of the legal limit, with barely enough funds to service the country for a few days.”.. read the full story here