MINUTES OF THE WORLD FRANCHISE COUNCIL MEETING · the franchise company YVES ROCHER, a beauty...

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Distributed by e-mail on 31.03.2009 Page 1 of 14 Secretariat for the World Franchise Council (from March 2009) The Brazilian Franchise Association- ABF Contact : [email protected] or [email protected] MINUTES OF THE WORLD FRANCHISE COUNCIL MEETING March 12-13, 2009 Paris, FRANCE REMINDER on the current ratification procedures of the proposals for resolutions made at this meeting: Each member of the WFC, present or not at the meeting, has 28 days after the expedition by e- mail of these Minutes to react to the resolutions proposed. If a Member opposes a Council resolution, and communicates this opposition to the Secretariat and to the other Members within the 28 days following distribution of the Minutes, the resolution is not adopted. The WFC seeks to achieve common understanding followed by consensus between all of its members without any member finding itself in a situation of having a resolution that it does NOT agree with forced upon it. These Minutes were e-mailed to all WFC members on 31.03.2009. Members have until April 30, 2009 to query or veto resolutions taken by the Council at this meeting, after which, if not vetoed, the resolution is officially adopted. Hosting Association: FFF, French Franchise Federation Chairing of the meeting: Effective Chairperson (the Chairman of the hosting association) Mr. Guy GRAS, Chairman of the French Franchise Federation (FFF) and Legal Counsel of the franchise company YVES ROCHER, a beauty products and services concept Assisted by Mrs. Chantal Zimmer, Délégué Général of the FFF Chairman- Elect (the Chairman of the following hosting association) Mr. Ricardo BOMENY, Chairman of the Brazilian Franchise Association (ABF) and franchiser for BOB's, a food concept Assisted by Mr. Ricardo CAMARGO, CEO of the Brazilian Franchise Association Assisting the above: the WFC Secretariat Carol CHOPRA, Executive Director, European Franchise Federation (EFF)

Transcript of MINUTES OF THE WORLD FRANCHISE COUNCIL MEETING · the franchise company YVES ROCHER, a beauty...

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

MINUTES OF THE WORLD FRANCHISE COUNCIL MEETING

March 12-13, 2009

Paris, FRANCE

REMINDER on the current ratification procedures of the proposals for resolutions made at this meeting: Each member of the WFC, present or not at the meeting, has 28 days after the expedition by e-mail of these Minutes to react to the resolutions proposed. If a Member opposes a Council resolution, and communicates this opposition to the Secretariat and to the other Members within the 28 days following distribution of the Minutes, the resolution is not adopted. The WFC seeks to achieve common understanding followed by consensus between all of its members without any member finding itself in a situation of having a resolution that it does NOT agree with forced upon it. These Minutes were e-mailed to all WFC members on 31.03.2009. Members have until April 30, 2009 to query or veto resolutions taken by the Council at this meeting, after which, if not vetoed, the resolution is officially adopted.

Hosting Association: FFF, French Franchise Federation Chairing of the meeting:

Effective Chairperson (the Chairman of the hosting association)

Mr. Guy GRAS, Chairman of the French Franchise Federation (FFF) and Legal Counsel of the franchise company YVES ROCHER, a beauty products and services concept Assisted by Mrs. Chantal Zimmer, Délégué Général of the FFF Chairman- Elect (the Chairman of the following hosting association)

Mr. Ricardo BOMENY, Chairman of the Brazilian Franchise Association (ABF) and franchiser for BOB's, a food concept Assisted by Mr. Ricardo CAMARGO, CEO of the Brazilian Franchise Association Assisting the above: the WFC Secretariat Carol CHOPRA, Executive Director, European Franchise Federation (EFF)

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

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DAY 1, March 12, 2009: Discussion of issues

Note: these Minutes will not reflect extended notes on the discussions of Day 1. One or two ideas only are highlighted. Issue 1: The effect of the financial and economic crisis on the franchise sector in the countries represented around the table. Eventual effects on the membership of the associations.

WFC Communiqué/Public Statement on the strengths of the franchise industry in general and in particular at a time of crisis such as the one we're experiencing now.

George YAMMOUNI (FCA) and Samie LIM (PFA) will write this communiqué and send it to all WFC members for them to use as they wish in their national communications.

M. Shay offers to share with the Members the IFA's Economic Recovery Plan (attached to mail)

Issue 2: Legal or legislation issues that do or could impact the franchise industry Guy GRAS (FFF) states that he believes that a rising legislative threat to the franchise industry is the trend for labour/social law to seek to equate a franchisee to an employee, thus shifting the risks and responsibilities in a number of social and labour-related issues onto the franchisor. For the future, this may prove a more contentious issue than the well-known and tested issues of Competition law. Issue 3: Sources of association revenue The attendees found very useful to know the share of sources of association revenue other than membership fees. This table shows the % of total revenue generated by revenue from the national franchise exhibition and the revenue from the association franchise magazine or advertising in commercial franchise magazines This table will be completed and extended in future.

Association Exhibition revenue Magazine revenue

Brazil 30% 50%

Canada 25% 30%

China 25%

Egypt 70% 10%

France 40%

Korea 51%

Malaysia 30%

Mexico 33%

Morocco 25%

Philippines 60%

Singapore 20%

South Africa 25% 12%

Turkey 60% 25%

USA 25%

Issue 4: Means for increasing association membership

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

Several associations have special accreditation schemes whose purpose is to award those franchise systems that successfully pass the procedure a label or seal of quality. Such schemes have significant benefits: a) they establish the franchise association as an organisation dedicated to excellence and ethics b) they put the awarded franchise system in high-standing with prospective franchisees and this enhances their recruitment potential c) banks are a lot more willing to lend to accredited franchise systems and therefore look to the associations for setting the industry's standards. Issue 5: Sharing Country Facts and Figures about their franchise market These country facts were consigned to written "Country Reports" and not presented as such at the meeting. Each delegate received a copy of the full set of reports. Associations that were not present at the meeting may receive a copy of this set of reports on CD Rom and by post on condition that: i) the absent member has sent the WFC Secretariat its own latest updated hard copy country report (Powerpoint or Word) so that it too may be distributed to each of the other members of the WFC AND ii) that it is order of all of its membership fees (past and present).

DAY 2: WFC business

1. Opening Procedures 2.1 Meeting Quorums Required: minimum 8 full members represented by their respective accredited delegate. Actual: 29 full members + the Lebanese Franchise Association (LFA) that became a new Full member in the course of the meeting (see attendance list attached to these Minutes). => The WFC meeting could validly proceed. The actual membership of the WFC after this meeting is 39 members. Note on attendance numbers: Once again, the number of attendees was high compared to certain meetings in the past. This certainly stems from the fact that the FFF offered an extremely generous package to the accredited delegate of each attending association: three complimentary hotel nights to the principal delegate of each member. Such generosity is not a requirement in order to be selected to host a WFC meeting. However, experience shows that it helps to draw greater representation. In the name of all of its delegates, the WFC is very appreciative of the gesture and thanks the Chairman of the FFF Board, Mr. G. Gras, its Executive Director Mrs. C. Zimmer, all of the FFF staff as well as Mr. C. Angleys from ReedExpo for an excellently organised event.(letter of thanks sent separately). 2.2 Attendance – Apologies See attendance list attached to these Minutes.

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

3. Review and Approval of the Minutes of Kuala Lumpur, Malaysia – August 2008

=> Taking into consideration two remarks made about the Minutes, the Council unanimously approved the Minutes.

Remark 1: from Mexico (MFA) In reference to the Survey sent to the WFC members by the University of Seville regarding an "ideal" Code of Ethics for franchise associations to think about adopting, and which the WFC Secretariat had invited the Members not to answer in order not to be seen to endorse a project that contains so many flaws, the MFA wished to clarify that it indeed replied to the survey and then asked that their reply not be taken into account in respect of the WFC's warning (greater detail is given to this topic in item 11.2). Remark 2: from Greece (GFA) The Minutes incorrectly stated that the current term for the Legal Vice Secretariat ended in August 2008. In effect the two-year term ends in November 2009. This function can be renewed on Council decision. 4. Vice Secretariat for FINANCES: Report Association in charge: the British Franchise Association. 4.1 Past (2006-2008) and current (2009) debtors: a) the BFA's accounts officer will continue to chase past and current debtors. Many of these debtors are not intentional debtors, but accidental. Correspondence difficulties explain that some associations may not have received their invoices. b) reminder of the current rules for payment: WFC membership fees are graduated according to the annual membership count of each national association. This annual membership count must be communicated to the WFC Finance Vice-Secretariat at the end of each civil year for it to be able to invoice each member accordingly. The financial year is the calendar year.

Invoices are sent out in December for payment at the beginning of the following year, and in any case before the first meeting of the WFC which is usually scheduled in Spring. Payment is due within 30 days of the date of invoice. Members attending a meeting must be in order of their annual dues. Penalties for non-payment within schedule: Penalties are applied to late payments according to the following schedule:

5% of the original fee if payment is made between the first and second meetings of the year

10% of the original fee if payment is made after the second meeting of the year Unpaid fees are discussed at the Council at the following meeting. Repeatedly unpaid fees may lead to the exclusion of the member from the Council, but the Council always deliberates the particularities of each case. Exclusion for non-payment is not automatic.

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

An association that has been excluded on financial grounds may be reinstated at a later date if all membership conditions are respected once again.

Note: For all invoice and payment issues, please contact the BFA’s Finance officer Mr. Rohanna TISSERA ([email protected]), with copy of mail to B. Smart of the BFA AND to the WFC's Secretariat. 4.2 Comments on the balance - The balance shows under 5) debtors, "other debtors" the sums of USD 32,220 for 2008 and USD 37903 for 2007. These sums were reported to be "past subscription money owed to the WFC". This surprised the Council as such a debt has never been reported in the past. On double checking with the BFA's account manager it turns out that this sum is actually money collected and held in reserve for the WFC on the BFA's account. This post-meeting clarification appears in a letter from B. Smart that accompanies these Minutes. - the FFF states that the accounts do not show the fee already paid for the registration of the WFC's name, logo and acronym under the CTM scheme. This is because the accounts were completed before the WFC Secretariat gave instruction to the BFA to pay the sum of Euro 2250 to the legal firm in the UK dealing with this matter -Hamilton and Pratt. The sum will appear in the next report. 4.3 On the principle of allocating a stipend to the Vice Secretariat for Finances for the auditing of the WFC's accounts - the balance shows an allocation of USD 1000 for the management of the WFC's accounts. This allocation needs to be approved in principle and in sum by the Council. - In explanation of this, B. Smart of the BFA raises the issue of the real cost to the BFA for managing the WFC accounts including their proper auditing as required under the rules that govern the legal status of the WFC which is a Company Limited by Guarantee under UK law. The real cost for the audit amounts to about USD 3000/year and is done by the BFA's accredited auditors. They could of course be done by another association, maybe at a lesser cost, but they would still have to comply to the standards expected by the UK law that governs the company status of the WFC. It is therefore more convenient to continue to have them done as they are.

=> The Council agrees that the cost of the auditing of the accounts calls for a WFC stipend. The amount suggested is USD 2500 per annum. The Council recommends that the accounts continue to be managed by the BFA and audited by its accredited auditors.

Steve Greenbaum (IFA) who is leading the new Strategy Task Force which is reflecting on the future of the WFC states that the stipend issue typifies the broader issue of the need to increase the WFC's funds. If the WFC is to move into a higher gear as an organisation the funding issue is one of the foremost issues that the Strategy Group will have to address. In the meantime, said Steve, to be able to cover the actual expenses of the WFC (Secretariat stipend, finance stipend, registration costs of logo) the present annual revenue structure needs to be increased.

=> The Council agreed to propose the following resolution:

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

To raise the WFC's annual fee by 100 % for each fee category. This would be applied as of the year 2010 (financial year = calendar year). For example, a member which is in the USD 100 category in 2009 would pay in 2010 USD 200. This would double the current annual revenue of +/- 7,400 USD. Procedure for definite adoption of this resolution: If it meets no opposition from any absentee Member communicated to the Secretariat within 28 days after reception of these Minutes, the resolution is adopted.

4.4 On the procedure for excluding a member for repeated non payment of dues B.Smart says that the procedure envisaged at the last meeting which was to change the rule of unanimity in order to technically be able to exclude a member is in fact a wrong approach and needs to be reconsidered. The rule should simply be, and this rule should be made explicit in the Council's Constitution or Internal Rules, that it is understood under the Constitution that any member which does not fully abide by the WFC's rules puts itself in a situation of exclusion. This principle holds true for non-payment of a member's dues.

=> The Council invites B. Smart to prepare two clauses to add to the Constitution or Internal Rules: a) make explicit the general rule to the effect that membership implies the compliance to all of the provisions of the WFC's Constitution and Internal Rules. Any non-compliant Member exposes itself to exclusion by simply non-complying. In other words, contrary to what was suggested in Kuala Lumpur, the procedure does not in fact require any change in the Council's decision-taking rules. b) make clear that membership fees must be paid within the calendar/financial year of invoice, in principal before the first meeting of the year. The WFC has a penalty system for late payments (see Internal Rules).

4.5 other questions related to the finances - the list of Directors of this Company Limited by Guarantee (the WFC) needs to be updated every time the Managing Director/CEO of one of the founding associations changes.

Reminder to the founding members of the WFC (founding as taken to be all of the associations which were members of the WFC when it was officially registered under UK law in April 2006). Each time your association's Managing Director/CEO changes, please communicate the full name of the new Managing Director/CEO + contact details to the WFC Secretariat with copy to B. Smart and R.Tissera of theBFA.

5. Vice Secretariat for LEGAL AFFAIRS: Report Association in charge: Greek Franchise Association The Legal Report submitted by Mr. S. YANAKAKIS including a section on New Zealand is annexed to these Minutes. (This version of the Legal Report may be more complete than the one transferred to the attendees' USB sticks at the meeting).

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

6. Vice Secretariat for COMMUNICATIONS: Report Association in charge: Franchise Council of Australia Each association must update its own pages on the WFC website. To receive your association's login and password, please contact the FCA's new webmaster [email protected] 7. Various clauses that were prepared for appraisal by the Council to be eventually adopted into the WFC's Constitution 7.1 In reference to the increasing threat posed by labour law proponents and judgements that question the true independence of a franchisee as an independent contractual party from the franchisor in a franchise contract, the Council invites Sotiris Yanakakis to prepare a resolution to the effect that franchisor and franchisee are indeed fully independent contractual commercial parties to a contract. It is important that this message be made clear by each national association to public authorities at all levels, to the judiciary to the press and the public. In effect, misrepresentation of the role of the franchisee results, for example, in the fact that in some countries where State guarantee programmes offer support to start-up and small enterprises, these may be denied to franchise start-ups on the grounds that the franchisee is somehow "linked" to the franchisor's larger head-corporation. This is the case in Greece and in the Flanders Region of Belgium. This misperception discriminates against franchise systems. All actors of the franchise community must at all times clarify this issue.

=> Draft resolution prepared by S. Yanakakis: see end of these Minutes See ratification procedures for draft resolutions.

7.2 Clause allowing for the exclusion of a member Treated under item 4.4. 7.3 further clause on the membership of supranational federations into the Council The clauses that currently exist in the WFC's Constitution are sufficient and adequate for our current needs and membership. The issue for new types of supranational federations needs more thought.

=> A task force composed of S. Yanakakis, B. Smart, L-H do Amaral and R. Camargo is formed to work on this. See ratification procedures for draft resolutions.

7.4 Clause to better protect the use of the WFC's name, logo and acronym The following resolution prepared by L-H do Amaral is proposed for adoption by the Council. It will be adopted if after 28 days after reception by the Members of these Minutes, it is not vetoed.

=> Resolution: ask L-H to insert his text See ratification procedures for draft resolutions.

8. New Membership: the Lebanese Franchise Association (LFA)

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

=> Resolution: the LFA was admitted as a Full member of the WFC, effective immediately. See ratification procedures for draft resolutions.

9. WFC presence at the IFA Convention in Feb. 2009 9.1 Feedback about the 2009 session The purpose for this WFC-IFA collaboration is to offer the community of WFC Members the opportunity to engage with a significant representation of the franchising community which gathers at the IFA Convention. Speakers from the WFC members speak at sessions of the "Internatational Track" of the IFA's programme. This year's experience was, as last year's, promising. This joint collaboration must fit in with the IFA's procedures for the Convention. M. Shay said that the IFA remained committed to this initiative and would assure that IFA's procedures facilitate this collaboration. 9.2 Organising committee for 2010

F. Ferenz, S.Yanakakis, B.Smart, K. Mandel who need to work closely with the IFA

Note: In 2010 the WFC meets in conjunction with the IFA Convention. 10. Future of the WFC In August 2008 a task force was created to think through the process which could bring about an evolution of the WFC as it is currently defined and structured. This "Strategy Group" first met in February 2009 (at the IFA Convention) to set about defining the grounds for a process. It met again on March 14 in Paris (after the WFC meeting) to actually start on the rethinking. These process is a medium to long-term progress. The results of the Paris meeting and subsequent work will be reported to the WFC in November 2009 in Brazil. The Strategy Group is presently composed of: Steven Greenbaum (IFA) Matt Shay (IFA) Brian Smart (BFA) Carlos Roberts (MFA) Ferenz Feher and Roberto XXX (MFA) Luiz-Henrique do AMARAL (ABF) Rolf KIRST (DFV) Samie Lim (PFA) Lorraine McLachlan (CFA) Estelle Logan (FANZ) Rui Frade (AFP) Carol Chopra (EFF) 11. Follow up of minor matters in the Minutes of the last meeting: 11.1 Situation on the registration of the WFC name, logo and acronym

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

Since April 2006 the WFC is a registered under UK law as a Company Limited by Guarantee. Its Directors are the most permanent person (usually the Managing Director or CEO) from the Member associations that were members of the WFC at the time. When these persons change, this change must be communicated with the Companies 'Register in the UK. The name, logo and acronym of the WFC are protected since early 2009 under one scheme for trademark protection, namely the Community Trade Mark (CTM) scheme which protects these elements in the EU Members States, present and future. The WFC spent Euro 2250 on this stage of operations. The protection must be extended to cover the other WFC countries. This will have to be done under different schemes: the Madrid protocol scheme for some, or under individual country schemes for countries not covered by the Madrid scheme. Each of these registration schemes costs, and costs may vary quite considerably per country. The funding of further registration of the name, logo and acronym will have to be considered and this brings to light once again the issue of redefining the WFC's sources of revenue for the future. Indeed, an association like the CFA (Canada) thinks that it is not for the remaining members of the WFC which are not covered under the CTM to be asked to finance the registration cost for their country. Firstly, the CFA for example cannot afford to put its funds into this type of expense. Secondly and more importantly, all members have to be treated equally. If some countries' registration is covered by the WFC, so too should each member's be. The Registration procedure is only partly accomplished at this stage. In Kuala Lumpur last August, L-H do Amaral (ABF) stated that even if unprotected by registration, the WFC was to a lesser extent in a position to claim rights over the exclusive use of these elements in the face of wrongful users who operate in the franchise industry by virtue of common law principles and practice which would recognise these rights to the WFC and its Members. 11.2 University of Seville’s academic 40-point grid system to define the "ideal" Code of ethics which all franchise associations should adopt. This project has subsequently turned into a doctoral thesis. For a more detailed background to this project, please refer to the Minutes of the Kuala Lumpur meeting, August 2008. Since the last reporting, attempts to further communicate with this group led to no cooperation except a recent mail from one of the professors offering an abstract of what the thesis is meant to have achieved. The self-aggrandising and delusory stand reflected by the abstract and the continued threat that such initiatives may have on the franchise industry impelled the Council to ask the EFF to write to the University's authorities to state that the franchise industry does not recognise in the thesis any scientific or conceptual validity. => Copy of this letter will be communicated to the WFC Members when ready. 11. 3 CEN (European Standardisation Committee): project introduced to "standardise" aspects of franchising and master franchising

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

This project is very recent and has been introduced to CEN by an obscure lawyer in Austria unknown to the franchise community of Austria. The EFF's Executive Board has made contact with CEN directly to understand who exactly is behind this project and on what grounds the project was introduced. The Board is due to meet the initiator of the project next week in Vienna. Its initial contacts with CEN as with a number CEN's country representatives, the respective Standardisation authorities in these countries has already resulted in making these national authorities understand that any such initiative that would be led without the close collaboration of the accredited franchise associations would totally discredit CEN's standards of work and reputation. The EFF will report more about this matter at the next meeting. 12. Franchise Statistics The franchise statistics sheets were distributed at the meeting. Comments: - In the column "Number of Brands", we have tried to distinguish between brands that are business format franchising (BFF) from the broader definition of franchising which comprises BFF as well as gaz and car distribution. This attempt was made so that the comparison of figures is more coherent. No responder made the distinction so the problem of relevance of comparison of figures remains whole. However, this should not stop us from continuing to ask for the distinction to be made in the table of figures. - for the other parameters, it is difficult to get figures from each country. - ratios are interesting to make: ie. the proportion of domestic as opposed to foreign brands in a country. 13. Allocations of the WFC functions until the next meeting

Function Association in charge End of term - renewal

Secretariat Brazilian Franchise Assoc. effective

Vice Secretariat FINANCES BFA (UK) Permanent as the bank account is in the UK

V.S. COMMUNICATIONS FCA (Australia) Permanent as the website operates out of the FCA

V.S. LEGAL GFA (Greece)

Membership Committee Core group + ad hoc regional members or members with knowledge of the applicant or country

Strategy Taskforce

See item 10 No term defined

14. Topics for the next ISSUE discussion (DAY 1 of next meeting) a) Association REVENUE i) gather info on the proportion of different sources of assoicaiton revenue in relation to the

annual total ii) strategies to increase association revenue

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

b) How are associations structured? c) still to be determined End of Minutes. Drafted by C. Chopra, EFF To be signed by the current Chairman Elect (the ABF) at the November 2009 meeting. Documents that are attached in the mail with these Minute (final version): 1) List of TASKS/person to be done for the next meeting. 2 and 3) Finances Sheets (2) 4) Note by B. Smart on a Finance error in the Finance sheets 5) Legal Report which includes a section on New Zealand 6) IFA 2009 Economic Outlook fact sheet 7) IFA Economic Recovery Plan 8) G. Gras's opening speech at the meeting

Draft resolution prepared by S. Yanakakis, item 7.1 above WFC Draft RESOLUTION CONCERNING THE INDEPENDENT NATURE OF THE FRANCHISOR –FRANCHISEE RELATIONSHIP. BY DEFINITION FRANCHISING IS A SYSTEM OF MARKETING GOODS AND/OR SERVICES AND /OR TECHNOLOGY, WHICH IS BASED UPON A CLOSE AND ONGOING COLLABORATION BETWEEN LEGALLY AND FINANCIALLY SEPARATE AND INDEPENDENT UNDERTAKINGS, THE FRANCHISOR AND ITS INDIVIDUAL FRANCHISEES WHEREBY THE FRANCHISOR GRANTS ITS INDIVIDUAL FRANCHISEES THE RIGHT,AND IMPOSES THE OBLIGATION, TO CONDUCT A BUSINESS IN ACCORDANCE WITH THE FRANCHISIOR’S CONCEPT.

ACCORDING TO THE WORLD FRANCHISE COUNCIL’S PRINCIPLES OF ETHICS FRANCHISING IS A COMMERCIAL DEVELOPMENT STRATEGY BASED ON A CONTRACTUAL RELATIONSHIP BETWEEN INDEPENDENT COMMERCIAL ENTITIES, THE FRANCHISOR AND THE FRANCHISEES . THE RELATION BETWEEN A FRANCHISOR AND A FRANCHISEE IS BASED AND FOUNDED UPON LEGAL AND FINANCIAL INDEPENDENCE. THIS PRINCIPLE CONSTITUTES A FUNDAMENTAL RULE OF FRANCHISING, APPLIED INTERNATIONALLY. IT DOES NOT ONLY CONSTITUTE A PRACTICE OF YEARS FOR FRANCHISE NETWORKS ALL OVER THE WORLD BUT IT IS ALSO MET IN DIFFERENT LOCAL LAWS FOR FRANCHISE OF DIFFERENT COUNTRIES.

THUS, THE INDEPENDENCE OF THE PARTIES IN A FRANCHISE CONTRACT MEANS THAT THE PARTIES ARE DIFFERENT BUSINESSES, THAT THEY ARE RESPONSIBLE EACH ONE OF THEM FOR THE LIABILITIES OF THEIR OWN BUSINESS, THAT THEY RUN THEIR BUSINESS IN THEIR NAME, FOR THEIR OWN ACCOUNT, UNDERTAKING THEIR RISK ON THEIR OWN .

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

FURTHER TO THE ABOVE, ONE PARTY IN A FRANCHISE CONTRACT IS NOT CONSIDERED TO BE LIABLE TO THOSE WITH WHOM THE OTHER PARTY DEALS IN ANY MATTER DURING HIS ACTIVITY AS AN INDEPENDENT ENTREPRENEUR AS FOR INSTANCE IN LABOR LAW MATTERS WHERE THE FRANCHISOR CAN NOT BE HELD LIABLE FOR LABOR CLAIMS OF FRANCHISEE’S EMPLOYEES, WHICH EMPLOYEES HAVE BEEN EMPLOYED BY THE FRANCHISEE , HAVE SIGNED EMPLOYMENT CONTACT WITH HIM , REGISTERED IN ALL APPROPRIATE AUTHORITIES UNDER FRANCHISEE’S BUSINESS NAME .AND HAVE WORKED IN HIS PREMISES AND HAVE BEEN PAYED BY HIM

Draft resolution prepared by L-H do Amaral on the protection of the WFC name, logo and acronym, item 7.4 above

Please put in here

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Distributed by e-mail on 31.03.2009 Page 13 of 14

Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

ATTENDANCE LIST

Country/association Attending Person 1 Title/function in

Association

Person 2, 3 Title/function

Argentina - AAF NO

Australia - FCA YES Mr. George Yammouni

Company/Brand name:

Bathroom Werx

Chairman

Austria - ÖFV NO

Belgium - BFF YES Mr.Gilbert

LARDINOIS

Secretary General

Brazil - ABF YES Mr. Ricardo BOMENY

Company/Brand name:

Chairman 1) Mr. Ricardo

CAMARGO

2) Mr. Luiz-

Henrique do

AMARAL

1) Executive

Director

2) ABF

Legal Director,

Britain - BFA YES Mr. Brian SMART

Director General

Canada - CFA YES Mrs. Lorraine

McLACHLAN

CEO

China - CCFA YES Mrs. Angela BING

Executive

Czech Republic -

CAF

YES Mr. Ivo LAMICH Company/Brand name:

McDonald's Czech Rep.

Chairman

Denmark - DFF YES Mr. Toke ALLENTOFT Managing

Director

Egypt - EFDA YES Mr. Moataz AL-ALFI

Company/Brand name:

Americana Group

Chairman Mr. Hatem ZAKI Executive Board

member EFDA

European - EFF YES Ms. Carol CHOPRA Executive

Director

Finland - FFF NO

France – FFF YES Mr. Guy GRAS Company/Brand name:

Yves Rocher

Chairman

Mrs. Chantal

ZIMMER

Executive

Director

Germany - DFV YES Dr. Hr. Dieter

FRÖHLICH Company/Brand name:

Musikschule Froehlich

Chairman;

Mr. Rolf KIRST

Board member

for Int’l affairs

Greece - GFA YES Mr. Sotiris

YANAKAKIS

Director General

+ Legal Counsel

Hong Kong -

HKFA

NO

Hungary - HFA YES Ms. Katalin MANDEL Managing

Director Mr. Barna

MILLAVARI

HFA Admin.

India - FAI NO

Italy - AIF YES Mr. Italo BUSSOLI General Secretary

Japan - JFA NO

Korea - KFA YES Kee Young PARK Vice Chairman

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Secretariat for the World Franchise Council (from March 2009)

The Brazilian Franchise Association- ABF

Contact : [email protected] or [email protected]

Malaysia - MFA YES Mrs. Hasma AHMAD

Company/Brand name:

Secretary General

Mexico - MFA YES Mr. Carlos ROBERTS

Company/Brand name:

EL FOGONCITO

President

Mr.Ferenz FEHER

International

Affairs MFA

Morocco - FMF YES Mr Abderrahmane

BELGHITI Chairman

Netherlands -

NFV

YES Jos M. BURGERS Managing

Director

New Zealand -

NZFA

YES Mrs. Estelle LOGAN Company/Brand name:

VIP Home Services

Chairperson

Philippines - PFA YES Mr. Samie LIM

Chairman

Emeritus

Ms. Alegria “Bing”

SIBAL-LIMJOCO

Chairman

Portugal - APF YES Mr. Paulo ANTUNES

Company/Brand name:

Franquiger

Chairman Mr. Rui FRADE

Russia - RFA NO

Singapore - FLA YES Mr. W. LIM FLA member

Slovenia - SFA YES Mr. Igor PAVLIN General Manager

South Africa -

FASA

YES Mrs. Vera VALASIS Executive

Director

Sweden - SFA

Switzerland - SFV YES Dr. Christopher

WILDHABER

Managing

Director

Taïwan - TCFA

Turkey - UFRAD YES Mr. Mustafa AYDIN Company/Brand name:

BIL International

Chairman

Mr. Gurkan

DONAT

Company/Brand

name: MOTTA

Vice Chairman

USA - IFA YES Mr. Matthew SHAY President and

CEO Steven

GREENBAUM

Company/Brand

name: Postnet

Immediate Past

Chairman

APPLICANT

Lebanese Franchise

Association (LFA)

YES Mr. Charles ARBID

Company/Brand name:

Rectangle Jaune

Chairman

Mr. Karim

TORBEY

Accredited

Observers

Accredited observers are allowed to attend the WFC as long as notice has been given to the WFC

Secretariat prior to the day of the meeting. (see extract above ).

France - Mr. Christophe ANGLEYS, International Manager of FRANCHISE EXPO PARIS

Brazil - Mr. Rogério Almeida FEIJO, ABF Relationship Manager

Mexico - Mr. Roberto XXX

Philippines - Mr. Manuel SIGGAOAT, PFA Vice Chairman

- Ms. Chit ESTRADA, PFA Executive Director