A Corporate Governance Framework® is an evidence-based governance assessment tool. It provides a schematic view of the organisation’s overall strategic and operational governance position, clearly separating the board’s and management’s accountability and responsibility.
Ultimately, a Corporate Governance Framework® ensures the organisation is being properly directed, managed and protected such that through its board and executive management, it is able to remain a viable and sustainable entity which enhances and grows the various capitals (i.e. human capital, financial capital, manufactured capital, intellectual capital, natural and social capital & relationship capital).
Praefectus™ is an online digital representation of the Corporate Governance Framework®. Correctly implemented and used, this software tool automatically highlights areas of concern within the organisation which require the board’s and/or executive management’s attention.
A Corporate Governance Framework®:
· drives accountability, with a singular overview of the organisation’s strategic and operational governance status in quasi real-time;
· reduces the vulnerability of the organisation’s board, especially that of the non-executive directors, by providing improved oversight and monitoring of the organisation’s key areas of business;
· embeds a changed culture at all levels within the organisation and its supply chain;
· provides heightened measures of assurance for the organisation’s board, executive management and other key stakeholders; and
· enhances stakeholder (particularly investor) confidence in the organisation, its board and executive management.
The Corporate Governance Framework® provides the organisation’s stakeholders important insights regarding the manner in which the organisation is being directed and controlled, furthermore depicting the risks and opportunities associated with all the key elements and functions contained in the organisation in a quasi-real-time basis.
Yes. The Corporate Governance Framework® as incorporated into Praefectus™ is not restricted by any legislative or governance codes. It allows authorised users to respond to multiple purpose questions which are found in the 32 elements of the Corporate Governance Framework®. Where necessary users can add additional questions in line with their country-specific legislation, governance and industry codes.
No. Praefectus™ should not be confused with traditional enterprise risk management (‘ERM’) software. Praefectus™ is an evidence-based governance assessment tool which addresses a broader ambit than risk management. In fact, the outcomes of the organisation’s ERM software will inform the organisation’s overall governance assessment, including providing evidence that assessments are truthful, objective and can withstand all forms of stakeholder scrutiny.
Yes. The Corporate Governance Framework® applies to profit, non-profit, listed and public sector (governmental) organisations and it has the means to provide aggregated GRC assessments across multi-jurisdictional business operations. However, smaller organisations typically use less sophisticated measures to assess their GRC status and reporting.
Yes. In South Africa, all listed companies and government organisations are required to produce an annual Integrated Report (‘IR’), such that the report accounts for the organisation’s financial and non-financial activities as they pertain to the 6-capitals. The IR will typically include ESG (environmental, social and governance) and CSI (Corporate Social Investment) matters addressed by the organisation in the previous financial year.
Praefectus™ provides the compiler of the organisation’s IR with credible information about the 32 areas of governance which are incorporated into the Corporate Governance Framework®. The nature of this type of wider reporting, including the supporting information, provides a more holistic and credible IR for the benefit of all the organisation’s stakeholders. The Praefectus™ dashboard and integrated scorecard reporting -- which is computed and verified using the combined assurance processes – makes the IR not only easier and quicker to produce each year, it also helps to ensure that the IR contains up-to-date information which has been corroborated by the organisation’s compilers, as well as internal and external audit.
IR is also one of the elements contained within the Corporate Governance Framework®. Similar to all the other elements found within the framework, which are inter-linked, the IR element contains a number of Indicators and key questions linked to the guiding principles and the content of IR.
Yes. Most often non-executive directors are not provided with sufficient information pertaining the overall position of the organisation. In most cases, non-executive directors are at the mercy of the organisation’s chief executive officer or company secretary; trusting that they will make all the relevant information available to them through their board and information packs, or as otherwise called for by the non-executive directors. The adage of a director not knowing what they do not know, strikes a deep cord and it is in this respect that non-executive directors, especially, are at their most vulnerable.
Through their access rights to the organisation’s Praefectus™ implementation, non-executive directors can visually see the entire status of the organisation’s GRC position, both in a dashboard and in the integrated scorecard views. Because Praefectus™ is constantly being updated by the organisation’s GRC team (including other employee members such as the Company Secretary, Chief Audit Executive, legal and compliance), the non-executive director has a higher level of comfort knowing that he/she can access all the elements of the Corporate Governance Framework® via Praefectus™ using any smart device that is linked to the worldwide web. This means that the non-executive director can view and download any important information that affects the organisation’s GRC position, at their leisure and well before any discussion or board and/or committee meeting takes place.
Praefectus™ is designed to show two (2) views of how the organisation is being directed and controlled.
The first view of the Corporate Governance Framework® in Praefectus™ reflects the manner in which the organisation’s internal users perceive their compliance to the 32 GRC elements contained in the framework. Expectedly, the work done by the internal users may contain an element of bias, possibly lower than expected GRC standards and subjective behaviour.
The second view of the Corporate Governance Framework® in Praefectus™ reflects the manner in which an ‘external’ assurance provider independently corroborates the existing view held by the internal users. This independent assessment forms part of the organisation’s combined assurance processes, including up-holding the 6-lines of defence. Accordingly, the work performed in this instance is recommended for any one or combination of the following users who are appointed by the organisation, namely the internal auditor, the Chief Audit Executive or indeed the organisation’s external auditors.
Whilst there are great advantages for the collective and continual GRC assessments performed by the internal users, a higher degree of comfort is provided to the organisation’s stakeholders when the organisation insists that the facts and evidence contained in the Corporate Governance Framework® as reported through Praefectus™ have been audited by an independent, professional GRC provider.
Yes. By implementing Praefectus™ (i.e. a digitised Corporate Governance Framework®) both the board and management of the organisation are constantly being updated as to the overall GRC status of the strategic and operational elements of performance. This being the case, any element of the business that requires attention can immediately be highlighted and addressed by the appropriate people held responsible for that area of the business.
In addition, the Chief Audit Executive or indeed the organisation’s external auditors may also be appointed as users of Praefectus™ in order to verify the standard of reporting, including the quality of the supporting evidence that substantiates the organisation’s GRC assessments. These efforts, amongst other, all complement the level of GRC reporting such that all the organisation’s stakeholders are afforded a greater degree of comfort knowing that the board, management and the external assurance providers have all acted in a manner to protect the sustainability of the organisation.
GRC experts hold a similar view that governance and risk are inseparable, moreover that risk-taking with appropriate mitigation measures, is integrally linked with profit. Bearing this in mind, boards also understand the links between a great strategy and the risks taken in order to become differentiated and remain relevant in the face of competition.
A Corporate Governance Framework®, correctly understood and applied, will undoubtedly assist the board of directors to better understand the organisation’s GRC risk status across the entire enterprise, and thereby reduce the time to making crucial decisions.
The digitised Corporate Governance Framework® in Praefectus™ clearly depicts areas of strengths and weaknesses as they relate to all the 32-integrated elements of the framework. As such, it is much easier to identify what remedies are required, including whether or not resources in these areas should be increased or decreased. Against this backdrop, these matters can be acted on rapidly, such that traditional or even unexpected risks of the past can now be timeously addressed in a manner which leads to a smarter, more effective and efficient organisation.