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The ICSA Guernsey Conference 2016

  1. 1. The ICSA Guernsey Conference 2016
  2. 2. Introduction Sara Bourne FCIS, Chair, ICSA Guernsey Branch
  3. 3. Opening address Sir Richard Collas, Bailiff and Acting Lieutenant Governor, Bailiwick of Guernsey
  4. 4. Governance and the regulatory challenge Emma Bailey, Director, Investment Supervision and Policy Division, Guernsey Financial Services Commission
  5. 5. Governance and the Regulatory Challenge Emma Bailey, Director Investment Supervision and Policy Division 27 April 2016
  6. 6. April 26, 2016 Guernsey Financial Services Commission 6 Governance and the Regulatory Challenge What is the Commission’s approach to reviewing Governance? Governance themes identified by the Commission during its reviews.
  7. 7. April 26, 2016 Guernsey Financial Services Commission 7 Governance and the Regulatory Challenge What is the Commission’s approach to reviewing or Challenging Governance?
  8. 8. April 26, 2016 Guernsey Financial Services Commission 8 Governance and the Regulatory Challenge Code of Corporate Governance – introduced on 30th September 2011. Recently updated to include an appendix containing principles applicable to Licensed Insurers.
  9. 9. Copyright of Guernsey Financial Services Commission 9 PRISM - Probability Risk – Governance Strategy / Business Model Risk Governance Risk Conduct Risk Operational Risk Financial Crime Risk Credit Risk Market Risk Capital Risk Liquidity Risk Insurance Risk Environmental Risk
  10. 10. April 26, 2016 Guernsey Financial Services Commission 10 Governance and the Regulatory Challenge February 2016 - the Commission published a Guide to Risk Based Supervision in Guernsey.
  11. 11. April 26, 2016 Guernsey Financial Services Commission 11 Governance and the Regulatory Challenge Governance: Supervisors seek an understanding of how the firm is governed. Good Corporate Governance acts as a control mechanism providing confidence to stakeholders that the institution is managed in a sound and prudent manner. Supervision looks at the governance structure, the quality of the individuals and how the structures operate in practice.
  12. 12. April 26, 2016 Guernsey Financial Services Commission 12 Governance and the Regulatory Challenge Governance themes identified by the Commission during 2016: 39 Risk Mitigation Programme Action Points across 25 firms.
  13. 13. April 26, 2016 Guernsey Financial Services Commission 13 Governance and the Regulatory Challenge Recent Governance themes identified by the Commission: • No formal succession plans • Insufficiently trained and knowledgeable boards • Not carrying out corporate governance self-assessments
  14. 14. April 26, 2016 Guernsey Financial Services Commission 14 Governance and the Regulatory Challenge Recent Governance themes identified by the Commission: • Insufficient MI to the board – particularly in regard of actions arising from risk reviews and gaps in compliance reporting • MLRO /Compliance officer being board members – but size and complexity of firm warrants independence (non-board)
  15. 15. April 26, 2016 Guernsey Financial Services Commission 15 Governance and the Regulatory Challenge Commission’s own Risk Governance Training – Putting ourselves in your shoes
  16. 16. Copyright of Guernsey Financial Services Commission 16 PRISM - Probability Risk – Information Security Strategy / Business Model Risk Governance Risk Conduct Risk Operational Risk Financial Crime Risk Credit Risk Market Risk Capital Risk Liquidity Risk Insurance Risk Environmental Risk
  17. 17. Guernsey Financial Services Commission 17 GFSC Information Security Observations - Individual error - Failure to follow policies and procedures - Lack of Board awareness - Inconsistent response rates
  18. 18. GFSC expectations The Commission wishes to impress on firms the need for them to ensure that they take their responsibilities in respect of cyber security, seriously. Firms are reminded of their obligation to keep the Commission informed of matters involving financial crime and other serious operational problems. Any serious or significant incident involving data loss, financial loss or denial of service type attacks, whether actual or prevented, should be reported to the Commission in a timely manner. The ability for firms to provide a secure and uninterrupted service should form an important part of their operational risk considerations. The increasing frequency and sophistication of cyber-attacks means that this is something which requires constant monitoring. Firms not only need to build defensive resilience to such attacks but also need to have the capability to recover quickly from the impact of a successful breach. Guernsey Financial Services Commission 18
  19. 19. GFSC Core Information Security Message • Plan • Prepare • Notify Guernsey Financial Services Commission 19
  20. 20. Our people are our best assets Mark Wearden FCIS, Director, MBS Challenge Perception and Senior Lecturer, University of Lincoln
  21. 21. Tea / Coffee Break
  22. 22. Cyber crime: taking stock Matthew Parker, Head of Information Security - Mourant Ozannes
  23. 23. IP rights as an aspect of governance Alan Bougourd, Registrar, Guernsey Registry
  24. 24. Do you recognise the value of the IP in your business? My predecessor John Ogier has recently published an Article for the World Intellectual Property Office. He notes that up to the 1980’s tangible assets accounted for 80% of company value. The reverse is now true with 80% made up of intangibles. • Can you recognise this in your business? • Are you protecting and maximising the value? http://www.wipo.int/wipo_magazine/en/2016/01/article_0002.ht ml
  25. 25. Do others recognise the value of IP in your business? Administrators often extract the true value of IP out of a company that has been under-valued prior to the administration. There is talk of a “class action” law suit against a Board of Directors for negligence in IP management. • Will you as a Board Member be held liable for de-valuing a Brand through mismanagement? • Do managers deliberately under-value IP ahead of a buy-out?
  26. 26. Has your business ever undertaken an audit of your intellectual property? There are Tools Available. A good resource is the UK Intellectual Property Office. • They offer a free IP Health Check. • They run an IP Master Class which is comprehensive and cost effective. • They have a resource rich web-site. • Wealth Warning- There are legislative differences between the UK and Guernsey IP Regimes (particularly around dispute resolution), but it is a very useful guide.
  27. 27. What have you considered protecting? There are a number of registerable and un-registerable rights. Some are more obvious than others. • 94% of companies recognise that there is value in IP but only 54% do anything to protect it. • We often comment on how many firms have not protected their brands though Trademark Registration – it’s relatively simple – although you might want to take advice, particularly in respect of Nice Classes. • Image Rights can be complimentary to Trademark protection. • Design Rights seem to be particularly under-utilised.
  28. 28. Are your staff giving your rights and value away? Does your firm have an IP Culture? Do you need to change the culture of your organisation, so staff appreciate the value that is potentially being given away? • You have regular AML / CFT, Health and Safety training – What About IP? • Does IP form part of your induction? • The UK IPO On-Line Masterclass is easily accessible. • Do your employment contracts make it clear who owns the IP being developed by your staff - in and out of work time?
  29. 29. Do you work collaboratively? One of Guernsey’s strengths is the collaborative working environment. But Who Owns The IP? • I can understand why you wouldn’t produce a prenuptial agreement on a first date but all parties need to understand who owns the IP in a collaborative working environment. • Early Non-Disclosure Agreements etc. are vital.
  30. 30. How easy is it to enforce your rights? “The system works but it’s expensive and challenging”. That is a quote from a business that has had to enforce its design rights to protect its market. • A simple case can cost upwards of £1m. • Insurance is available and this can even be post infringement – but the later you leave it the more expensive it becomes. • Remember – insurance does not protect you against negligence! • Protecting your IP is a risk reward decision but having your IP protected can incentivise investors and increase the sale value of your business.
  31. 31. Asserting rights in an e- environment? Successful products are copied within 12 months. Software analyses the most successful sales on amazon and e-bay and the commercial information is available to all. • You can register your registered design rights with e-bay and they will remove infringing sellers.
  32. 32. How easy is it to exploit your IP? “I’ve got an idea but don’t know how to develop it”. Outsource • Consider working with a university, sponsor the CFE, standard agreements can be put in place with academic bodies to develop your idea. • As soon as a product is in the public domain it loses patentability. “I’ve got a product but can’t get it to market”. • Licensing can be a way to ensure you maximise the value of IP, but try to get a NDA in place.
  33. 33. Do you want to recoup some of the cost of attending today? Discount of £100 on One Trademark in One Nice Class.
  34. 34. What opportunities might there be for you from Guernsey developing its International IP capability? IP Rights are generally jurisdictional. • Extension of the Berne Convention to the Bailiwick ensures that any literary and artistic work that originates on the Island receives copyright protection in all of the member countries. • Our next priority is Paris – This will enable the date of registration in Guernsey to be used as the priority date, within 6 months, on Trademark applications in member jurisdictions. • We will then look to extend the Madrid Protocol which provides wider coverage across participating states. • Legal jurisdiction in contracts (Singapore).
  35. 35. Todays Take-Away! I’d sum up what you need to do in 3 words: • Identify • Protect • Exploit And if the Registry can offer any help whatsoever please do get in touch!
  36. 36. Any Questions? IP Registry
  37. 37. Leading the way on CSR Susie Crowder, Non-Executive Director, UBS and C5
  38. 38. Corporate Social Responsibility By Susie Crowder
  39. 39. A Traditional Definition of CSR …  Corporate social responsibility is a ambiguous concept and definitions tend to vary. The European Commission defines it as: ”a concept whereby companies integrate social and environmental concerns in their business operations and in their interaction with their stakeholders on a voluntary basis”
  40. 40. A Modern Day Approach To CSR …  “CSR goes beyond philanthropy and compliance and addresses how companies manage their economic, social, and environmental impacts, as well as their relationships in all key spheres of influence: the workplace, the marketplace, the supply chain, the community, and the public policy realm.”
  41. 41. The Role Of The Board and CSR …  Studies, largely conducted in the US and Canada, have found that most Boards do not have a committee or dedicated Director with responsibility for CSR.  Those that do consider it a corporate governance matter.  Lack of oversight at Board level.  Lack of focused engagement.
  42. 42. One Side Of The Debate …  Businesses are owned by their shareholders - money spent on CSR by managers is theft of the rightful property of the owners  This is the voice of the laisser-faire 1980s, still being given powerful voice by advocates such as Elaine Sternberg. Sternberg argues that there is a human rights case against CSR, which is that a stakeholder approach to management deprives shareholders of their property rights.  She states that the objectives sought by conventional views of social responsibility are absurd. Not all aspects of CSR are guilty of this, however. Sternberg states that ordinary decency, honesty and fairness should be expected of any corporation.
  43. 43. One Side Of The Debate …  Larry Summers, the former U.S. Treasury Secretary, and a colleague of Porter’s at Harvard, was overheard at the World Economic Forum meeting in Davos, asking incredulously: “Do you believe this [expletive]?”  Summer’s offhand comment captured the core argument at the root of corporate global governance efforts.  There is a wide chasm between those who believe that corporate social responsibility and sustainability are integral to company profits and growth, and those who believe such efforts are public relations at best and a distraction from core activities at worst.
  44. 44. One Side Of The Debate …  Peter Gampel, the Director of business valuation at the accounting firm Fiske & Company noted that a company’s value is based on its tangible assets – such as it cash holdings, property and buildings – as well as its intangible assets.  “If there is a merger, we are brought into put a value on intangibles,” he said. “There are dollar amounts for patents, licenses, customer relationships, trademarks, but we don’t usually try to assess the value of a company’s social responsibility. This is not quantifiable from a numbers point of view. It often does not carry that much weight, if any, in a negotiation”.
  45. 45. The Other Side of The Debate …  Harvard Business School Professor Michael Porter – the king of business gurus – put forward a radical proposition to global corporations.  “Businesses must reconnect company success with social progress,” he wrote in the Harvard Business Review. “Shared value is not social responsibility, philanthropy, or even sustainability, but a new way to achieve economic success. It is not on the margin of what companies do but at the centre.”  “We believe that it can give rise to the next major transformation of business thinking,” he boldly pronounced.
  46. 46. And So The Debate Goes On…  Leaders who do not speak the new language may soon find themselves ‘left behind.’ In the words of Peter Bakker, Head of the World Business Council for Sustainable Development: “businesses cannot succeed in societies that fail. Societies cannot succeed if business fails”.  Digesting the details of this, in the context of your business and operating environment/jurisdiction, and coming to the right conclusion one of the more complex tasks of today’s Board members.
  47. 47. Concluding Thoughts …
  48. 48. Closing address: ICSA 125 Simon Osborne FCIS, Chief Executive, ICSA
  49. 49. 125 years of leading governance ICSA 125 This October we celebrate 125 years since the institute first was first formed. • 1891: the Institute of Secretaries • 1971: the Institute of Chartered Secretaries and Administrators • 2016: ICSA: The Governance Institute
  50. 50. 125 years of leading governance • Positioning ourselves for the future • ICSA: The Governance Institute • Royal Charter to lead ‘effective governance and efficient administration of commerce, industry and public affairs’
  51. 51. 125 years of leading governance Where we’re heading: • ICSA to be the provider of products and services to support the skills and knowledge of professionals working in governance and legal and regulatory compliance roles in organisations of all types and sizes and in any sector • A wider set of products and services, particularly qualifications, for people outside of the corporate market • Revision of qualifications to keep them current and in demand • Higher public profile in the media
  52. 52. 125 years of leading governance How we’re getting there: • Continued focus on raising our public profile • Increased public profile courtesy of the Policy team, ie Code of Governance for CCGs, blogs, technical briefings, articles, speaking at events and responding to consultations • Positioning ICSA as a thought leader in national and regional media • Governance and Compliance magazine • Research projects • www.icsa.org.uk
  53. 53. 125 years of leading governance Governance professionals are right at the heart of things, promoting accountability, transparency, integrity and stewardship to ensure that organisations operate in a manner which is most productive. ‘Governance focus has increased, the company secretary’s role has increased, [there is] more work to do, and that work is more visible.’ (The Company Secretary: Building trust through governance, Henley Business School) The study, development and practice of governance are here to stay. ICSA: The Governance Institute has a bright future ahead of it!

Notas do Editor

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  • 2016 is an exciting year for ICSA as we celebrate 125 years since the institute was first formed. When founded in 1891 as the Institute of Secretaries, the main area of interest was the development of the profession of a company secretary. Secretaries became a vital cog in the machinery of commerce with the development of the limited liability company, the foundation stone of modern business. 125 years on, we are still are vital cog, and not just in the world of business. Much has changed since 1891, but our professional expertise continues to guide organisations of all shapes and sizes and our thought leadership continues to lead current thinking.
  • As we celebrate 125 years of championing good governance, we are not resting on our laurels, however, but keeping our eyes firmly on the future.

    Nothing stands still. If ICSA is to remain as relevant in the future as it was when it started, we have to move forward. Change or die! This is why on the first of February we rebranded as ICSA: The Governance Institute. Chartered secretaries are an important part of our membership but 125 years on, our professional support has broadened to include all those in a governance role and we need a name and identity which reflect this. What is more, positioning ourselves as the professional body for governance draws on our Royal Charter which clearly states that we should lead ‘effective governance and efficient administration of commerce, industry and public affairs’.
  • Through publicised research, media coverage, conferences and events we will continue to show why governance matters and explain how ICSA supports and influences governance professionals, policy makers and regulators in all sectors.

    The Company Secretary: Building trust through governance (2014) research that we carried out with Henley Business School garnered the most media coverage for an ICSA report ever and the biannual Boardroom Bellwether with the Financial Times is of growing influence. This year we have worked on research with the IBE and ICGN looking at the warning signs of poor corporate culture and another research project with the IBE and Mazars looking at Culture by Committee, both of which were covered extensively in the media.

    I regularly meet with key journalists and we are seeing a growing number of requests for interviews with members of the Policy team. We are also seeing a growing number of incidental mentions of ICSA, which is an indicator of increased recognition of our profile in the wider business/governance landscape.

  • So as we consider 125 years of leading governance, the story is, I hope, just beginning. As the Henley research so ably demonstrated ‘Governance focus has increased, the company secretary’s role has increased, [there is] more work to do, and that work is more visible.’

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