Advisory Services

FluidRock Advisory provides strategic corporate governance advisory services to guide boards through a complex operating and regulatory environment. Our practical and workable solutions aid those in organisational leadership in achieving this objective.

FluidRock Advisory is the
leading independent strategic
corporate governance advisory firm

Considering the complex regulatory environment within which all organisations in the public and private sectors operate whilst simultaneously being required to apply sound governance practices and King IV™ recommendations, it goes without saying that the board, its individual members and all those tasked with managing the affairs of the organisation, including prescribed officers, are in need of experienced, professional and practical support, guidance and unique workable solutions. We provide such advisory services to aid Boards and Executive leadership in achieving this objective.

FluidRock Advisory Services

BOARD EVALUATIONS

Getting the right Governing Body and Committee structure in place and making sure it works effectively are fundamental to good governance. An effective Governing Body and Committee structure is crucial for an organisation to develop and maintain its position in the market and to enhance stakeholder value.  One of the vital ingredients in achieving this is the regular appraisal by a Governing Body of its own performance.

It is therefore not only the fact that such a process is undertaken that is important but also the attitude with which the exercise is approached.  It should be seen as a tool to improve not only the Governing Body’s performance but the performance of the business as a whole and should not be regarded as a “tick box” exercise just for the sake of compliance and disclosure.

The importance of regular performance evaluation in respect of a Governing Body, its Committees and individual members has been a common feature of all the corporate governance reports issued by the King Committee with the latest version, the King IV™ Report on Corporate Governance for South Africa 2016, again highlighting as Principle 9 the need for the evaluation process to support continuous improvement in the performance and effectiveness of any governing body and its structures. 

Considering the extensive exposure to and experience of the FluidRock Team in the boardrooms of a wide variety of organisations in both the private sector and the public sector, FluidRock is ideally suited to assist any Governing Body to undertake a value adding evaluation of its performance and that of its governance structures.

Our approach to performance evaluations is holistic and is designed to help boards to identify areas of strength and opportunities for improvement that could enhance or hamper the strengthening and/or further development of a high-performing Board.

We provide a range of Board Evaluation service offerings ranging from standard assessments to comprehensive client specific Board and Committee performance assessments as well as Interactive Workshop Evaluations.  

Our user-friendly, web-based tool enables Board members to complete questionnaires on any electronic device.  All interviews are led by highly experienced Governance Professionals, and complete confidentiality and anonymity is ensured. This creates a secure environment where Board members can freely share feedback and offer suggestions for enhancement.

INDEPENDENCE ASSESSMENTS

Getting the right governing body and structure in place and making sure it works effectively are fundamental to good governance. One of the factors to ensure that a governing body is effective and efficient, is having truly independent directors, in fact and in mind, in the boardroom. At the same time, an effective governing body and governance structure is crucial for an organisation to develop and maintain its legitimacy and credibility and to enhance stakeholder value.

King IV™  Principle 7, Recommended Practice 28 requires the governing body to consider certain indicators holistically, and on a substance-over-form basis, when assessing the independence of a governing body member.

The Advisory Team conducts director independence assessments in accordance with King IV™ while taking into account the regulatory and legal universe within which the Client operates.

It should be pointed out that the term “independence” and being an “independent” member should be understood in two different contexts.

First, all members are required to be independent in the sense that they should act independently in the exercise of their judgement and the fulfilment of their duties, and should not have their discretion fettered in any way. This requires an honest application of the mind by all members on matters presented to the governing body and they should then make decisions in the best interest of the organisation.

Second, the notion of an independent member is a structural or institutional issue that considers the

relationship of that member to other parties or his/her relationship to other parties in assessing

his/her independence.

IODSA Practice Note Independence of Governing Body Members July 2017

BOARD COMPOSITION MATRIX AND
SKILLS ASSESSMENT

BOARD COMPOSITION MATRIX AND SKILLS ASSESSMENT

Ultimately, the effectiveness of the governing body (the board) depends on obtaining the right mix of skills, experience and diversity in the narrow and broad sense.

The required composition varies significantly between organisations and there can be no one-size-fits-all approach.

The Board Composition Matrix is used as the base for the assessment whilst taking into consideration the Strategic objectives of the organisation.

ISO 37000 GOVERNANCE OF ORGANIZATIONS - GUIDANCE

The International Organization for Standardization has published the first ever international benchmark for good governance with unanimous approval. The International Standard, ISO 37000, provides guidance for the governance of organizations and a common language for all sizes and types of organizations across jurisdictions.

The pursuit of purpose is at the centre of all organizations and is, therefore, of primary importance for the governance of organizations. Good governance of organizations lays the foundation for the fulfilment of the purpose of the organization in an ethical, effective and responsible manner in line with stakeholder expectations.” ISO 37000:2021

Good governance not only builds trust, it improves business performance and contributes to social and environmental integrity. ISO 37000 provides governing bodies with th tools they need to govern well, such that their organizations can perform effectively while behaving ethically and responsibly.

GOVERNANCE REVIEWS, KING IV™ AND ISO 37000 APPLICATION

Businesses operating in South Africa are not only expected to comply with the law but also ensure that appropriate governance structures and processes are implemented and applied in the best interest of the company. 

This is also important for directors and senior executives of companies who wish to limit the risk of personal liability in the event of claims being brought by third parties such as liquidators and others. King IV Report™ makes it very clear that governance structures and processes need to be fit for purpose and be appropriate considering the unique dynamics of the organisation such as the size and complexity of the business, the industry it operates in and whether it is a listed, public company or a private company.

The FluidRock Advisory team is dedicated to supporting organisations to achieve good corporate governance practices by leveraging our expertise in ISO 37000 and King IV™. These two frameworks share a common objective of promoting and guiding responsible governance within companies.

By embracing these frameworks, your organisation not only showcases its commitment to responsible and sustainable business practices but also cultivates a positive reputation and trust among stakeholders. and minimise the risks associated with poor governance practices, safeguarding the long-term success and stability of your business.

Our team of experts are well versed in the application of both King IV™ and ISO 37000 principles and understands the significance of these standards and recommendations in fostering a culture of transparency, accountability, and ethical decision-making.

FluidRock supports organisations in conducting Governance Reviews through the assessment of the current status and effectiveness of the governance structures and practices against relevant best practices in the industry and highlight the key vulnerabilities from a governance perspective, in order for those areas to be addressed and where possible strengthened as part of the organisation’s Governance Journey.

GROUP GOVERNANCE FRAMEWORKS

Considering the afore going as well as the complexity and dynamics of a group of companies operating under the “watchful eye” of the board of directors of the ultimate holding company, the recommendation set out in King IV™ for such a group of companies to be directed by an appropriate, relevant and adequate group governance framework, should be fairly obvious and need no further motivation. 

Each group of companies is unique in its make-up and the specific dynamics of each group need to be carefully considered in the formulation of a group governance framework to ensure that it does not only speak directly to the attributes of the relevant group of companies but also that it is understandable and implementable throughout the group. As with most corporate governance procedures, there is no “one-size-fits all” solution.

FluidRock assists organisations in the preparation of practical, understandable and implementable  Group Governance Frameworks.

GOVERNANCE DOCUMENTS OPINIONS AND GUIDANCE

A number of recent corporate scandals, both locally and abroad, has again highlighted the importance of not only ethical leadership in organisations but also the need for appropriate and adequate structures, processes and procedures that provide a solid foundation upon which ethical and effective leaders can operate in furtherance of the long-term, sustainable interest of the organisation.   

For a Board of directors to achieve the desired outcome of being in effective control of the business, these structures, processes and procedures are vital and, in fact, non-negotiable.  

Crafting Board Charters, Committee Terms of Reference, Delegation of Authority etc. requires a deep understanding of corporate governance principles and practices, as well as the specific needs and requirements of an organisation. 

FluidRock Advisory will equip your organisation with fit-for-purpose Governance documents that outline the Board’s authority, membership, and decision-making process, as well as the responsibilities, powers and functions of its Committees.

STRATEGY FACILITATION, TRANSLATION AND IMPLEMENTATION

The Board has a duty to formulate and monitor the implementation of the Company’s Strategy.  The efficacy of the strategy will determine whether the company will thrive in economic climate and against its competitors.

Numerous studies on the reasons companies succeed consistently indicate that a clear strategy and effective strategy implementation are fundamental for success. Regrettably, these studies also reveal that most strategy implementations fail. 

“Strategy is important, but execution is everything.  Incredibly successful people focuses on executing incredibly well” Jeff Haden

FluidRock specialises in four areas of strategy being: 

Developing a Competitive Strategy:
Facilitating Strategy Workshops with the Board, Executive Committee and individual Business Units.
Balanced Scorecards:
Incorporating strategic objectives, KPAs and KPIs into reporting at executive, board and public stakeholder levels;
Reporting:
Reporting and information flow in the business and to the board; and

Monitoring:
Enabling the board to monitor strategy implementation.

Elements that are critical for effective strategic implementation:

STRATEGIC COMMUNICATION AND REPORTING

STRATEGIC COMMUNICATION AND REPORTING

Integrated Reporting

As a listed organisation, companies are compelled to compile and publish an Integrated Annual Report according to the JSE Listings Requirements. The Integrated Annual Report will provide information around the company’s stakeholders with valuable insights into, inter alia, the organisation’s results, main strategic objectives, governance, risks and value creation.

Furthermore, King IV™ Report on Corporate Governance for South Africa 2016, recommends that the governing body should oversee that the organisation issues an integrated report at least annually which is either:

– A standalone report which connects the more detailed information in other reports and addresses, at a high level and in a complete, concise way, the matters that could significantly affect the organisation’s ability to create value; or

– A distinguishable, prominent and accessible part of another report which also includes the annual financial statements and other reports that must be issued in compliance with the legal provisions.

At FluidRock we believe that transparent reporting is a journey that an organisation should undertake over a period of time to ensure reporting is value-adding. 

Crafting an Integrated Annual Report demands a significant investment of time and managerial resources, which could be more effectively allocated elsewhere.  It therefore makes sense to be supported by an independent external expert to free up management time to focus on the key high level aspects of the business.

With a wealth of experience, our team specialises in guiding organisations through the transformation of their Integrated Annual Reports, approaching it from both Governance and Communications perspectives. This involves a range of services, including meticulous reviews, insightful recommendations for enhancements, and the possibility of a complete overhaul when deemed necessary.

Ensuring disclosure requirements on King IV™

Reviewing disclosure in terms of the JSE disclosure requirements 

WHISTLE BLOWING AND INCIDENT REPORTING

FluidRock Advisory has partnered with Employee Confidential to provide our clients with an an online and mobile platform to provide employees and other stakeholders with a Confidential and Anonymous system to report incidents. The system includes a Case Management solution to quickly and effectively investigate and resolve cases.

REMUNERATION GOVERNANCE

REMUNERATION GOVERNANCE

Ensuring that proper governance for executive compensation in an organisation is well in hand is critical for internal stakeholders such as the executives and external stakeholders including investors and human rights advocacy groups. 

The FluidRock team focuses on remuneration governance as one of the service pillars to support Remuneration Committees.

FluidRock Speciality Areas

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