Governance at GS1
Presentation for MEMA
September 2012
Contents
1. Role of a GS1 Member Organisation (MO)
2. MO Rights & Obligations within GS1
3. Internal Compliance Committee
© 2012 GS1
Role of a GS1 Member
Organisation (MO)
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
© 2012 GS1
User Driven & User Governed
What 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
© 2012 GS1
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
© 2012 GS1
Typical MO Structure
General Assembly
Represents GS1 Users (members)
Management Board
Composed of Users
Elected by an accountable to all members
Chief Executive / Managing Director
Reports to Management Board. Ensures day-to-day management
Membership
Services
© 2012 GS1
Marketing &
Communications
Business
Development
Finance &
Administration
MO Rights & Obligations
within GS1
(GS1 Statutes: Articles 5 & 6)
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
© 2012 GS1
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).
© 2012 GS1
Internal Compliance
Committee (ICC)
Introduction
• ICC approved by eBallot in January 2012
• ICC Membership approved by the MB in October 2011:
• Pierre Georget (Chairman)
Maria Palazzolo
Gary Lynch
David Calleja
Ravi Mathur
Miguel Angel Peralta
Bo Raattamaa
Miguel Lopera
Philippe Wéry (Secretary)
© 2012 GS1
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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
© 2012 GS1
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Roles & Responsibilities
PROCESS *
1. Set Priorities - Key areas of
Compliance
2. Compliance Criteria/Metrics *
3. Assessment Methodology *
4. Compliance Assessments
5. Compliance Issues /
Infringements
6. Compliance Plans
Global Office (GO)
Propose
ICC
Approve
MB
-
GA
-
Propose
Propose
Perform & report
Identify
Support
Support
Approve
Approve
-
Ratify
Ratify
-
-
-
-
-
-
-
Support
Propose,coordinate Approve
& support
7. Inform the MO about their non GS1 CEO and ICC Chairman to
compliance
inform the MO
8. Assessment of Compliance Plan Report out
Approve
implementation & Reporting
* 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
MB Remedy Plan
Sanctions
Sanctions Implementation
© 2012 GS1
If Compliance Plan is not implemented / not successful
Propose Support Approve & Implement
-
Propose
Do
Support
-
If MB Remedy Plan does not work
Approve
Ratify
14 -
MO Governance
Governance Principles
Explanation
User Driven & User Governed • MO has a Management Board composed in majority
of GS1 user companies (member companies)
• Management Board is accountable to the
users/members
• Members can participate in the decision making (i.e.
via General Assembly)
Operate on a not-for-profit
basis
• Income of MO only used to further the aims &
objectives of the MO
• No distribution of MO income among the members or
shareholders
Submit Auditor’s letter
• Each year MO to submit letter from local accredited
Auditors confirming MO’s Financial Strength
according to definition agreed by GS1 General
Assembly.
• New wording & requirements since May 2012
Respect the GS1 Brand
• MO must observe the GS1 Trademarks License and
Branding Guidelines
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© 2012 GS1
New - Agreed by 2012 GA
Business Methods: Assessment
Business Method
(Core Service)
Assessment Method
1.
GS1 System Integrity • MO to complete a Self assessment on methodology
& Unique
and procedure used to allocate GS1 numbers.
Identification
• GO will provide a Self-assessment tool for this
purpose.
2.
GS1 System
Understand &
Support to Users
• 50% of GS1 MO staff and a minimum one person
per MO must successfully pass the GS1 Certificate
training via LEARN.
• Each MO to provide information on GS1 standards,
services and solutions on its website.
• Each MO to have its own website.
3.
Training of Users
All MOs to provide evidence that they offer training to
their users through class room training or eLearn
4.
Technical
Documentation
Each MO to make GS1 General Specs available from its
website (English version) and technical information
available (local language).
5.
Connection to
GEPIR
MO member data is connected to GEPIR is accurate and
up-to-date
© 2012 GS1
APPENDIX
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.
•
© 2012 GS1
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)
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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 auditing company] is certified by the
[name of the national or international certification body] and attach evidence of
such certification.
Signed (local Auditor).
© 2012 GS1
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Contact Details
GS1 Global Office
Avenue Louise 326, bte 10
B-1050 Brussels, Belgium
T + 32 2 788 78 00
W www.gs1.org