PUBLIC ENTERPRISES PROGRAMME 3: LEGAL, GOVERNANCE, RISK & TRANSACTIONS 2008-2011 STRATEGIC PLAN AND...

PUBLIC ENTERPRISES

PROGRAMME 3: LEGAL, GOVERNANCE,

RISK & TRANSACTIONS

2008-2011 STRATEGIC PLAN AND

FINANCIAL OVERVIEW

27-29 FEBRUARY 2008

2Strictly confidential

KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: LEGAL

Sub-Programme Activity / Project Critical Path Activities Time Required Due Date Output

Legal

Debt Recovery Tracing debtor Letter of demand

Obtain acknowledgment of debt and undertaking to pay

Determine debtor’s ability to pay and property to be attached, if necessary

Instructions to State Attorneys to issue summons

Obtain judgment if the debt is not paid

Ongoing Ongoing Memo Successful debt recovery

Litigation Claim for R 2.2 Billion by Umthunzi against government and Transnet - Defending matter in court during trial

Alexkor: Defending Nabeira legal action

• Awaiting Trial date

• 2 Days

• Depends on trial date

• 1 April 2008

Successful Defence or Settlement

Winding up of entities Diabo Trust: Appoint service provider to wind up Diabo Trust , trace beneficiaries and distribute assets to beneficiaries and transfer remaining assets to Government

Aventura: Defend legal action by Mikanto; Transfer Aventura sale assets to purchaser; Service provider commence with the winding up process

• 24 months from commencement date

• 12 months from date of transfer of all resorts

August 2008 Briefing Memo

Successful winding up


KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: LEGAL (CONTD.)


Legal

Denel end-state 1st meeting of task team where Denel will present businesses at risk

Team to work on solutions

Second meeting Presentation to Ministers Cab memo Restructuring Funding submission

14 Feb 2008 28 Feb 2008 10 March 08 17 March 08 31 March 08 2008/09 August 2009

31 March 08 Cabinet Memo

NCACC Bill Report by service providerWrite-up enhancements to the Bill

28 Feb 0831 March 08

15 April 08 Bill

Assist with establishing DERI Convene inter-departmental team

Write up of principles Write-up of Bill Assistance with

Governance Facilitate transfer of OTB

to DERI

15 Feb 08 28 Feb 08 31 March 08 On-going 31 March 09

15 April 08 BillDERI established




PBMR Prepare, draft and finalise subscription of shares by new shareholders (MHI)

Review and negotiate and finalise shareholders and/or subscription agreement

2 weeks from finalization of agreement

Signed and concluded shareholders and/or subscription agreements

SAAT Execution of introduction of strategic equity partner

Prepare, draft, negotiate and conclude transaction documents

Successfully concluded transaction documents

Transnet Compliance with National Ports Act, 2005

Legal support in execution of Coega PSP

Appoint legal service provider to review and advise on DOT Port Regulations

Provide legal assistance to DPE Transport team in executing Coega PSP




AD-HOC

Referrals from Minister and DG

Drafting of briefing and letter On-going Agreed dates Decision or briefing memo as required

Parliamentary questions

Draft/review response 2 days: oral5 days: written

Agreed dates Answer to parliamentary question

Review of Cab Memos Research topicWrite-up memo

1 week Agreed dates Decision or briefing memo, as required

Articles Article on economic/key issues 2 weeks 1 per annum Article


KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: GOVERNANCE


Governance

Board appointments

Identify skills demand profile per SOE

Vetting of Directors,ie CIPRO

Identify Board members through consultation with DPE-SOE Teams, Board Nominations Committees and Minister

Obtain Minister’s preliminary approval via relevant DDGs, CIPM,& D-G

2 Months 1 week after obtaining Minister’s preliminary approval

Balance in terms of

gender, race, skills

Etc

Ministerial approval

Cabinet approval

Confirm acceptance

of appointment by

relevant Board members.

Review Board remuneration

Review Board remuneration

upon SOE request

Internal DPE consultation with relevant SOE team

Evaluate against DPE remuneration guidelines.

Evaluate against Board Evaluation Report .

Advise Minister via relevant DDGs, CIPM,& D-G

1 Week. 1 Week after receipt of request

Board remunerated in accordance with guidelines, competencies and SOE profile.


KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: GOVERNANCE (CONTD.)


Governance

Board performance evaluations

Analysis of SOE Board Performance Evaluation Report

Analysis and comment on Board

performance in consultation with SOE

Teams

Monitoring submission of Board performance evaluations report, by SOE

Briefing to Minister via relevant DDGs, CIPM,& D-G

2 weeks Two week after receipt of Board performance evaluation report from SOE

Annual Performance evaluation by Board as per best practice and pre-set KPI’s.

Completed analysis of Board evaluation report by SOE teams Board members.

Annual General Meeting

Annual General

Meetings (Annual

Reports, Annual

Financial

Statements, AGM

Agenda &

Resolutions

Letter by Minister to the Chairperson

requesting additional agenda items

Monitor legislative compliance

Incorporate analysis by relevant SOE

Teams

Brief to Minister regarding the Annual

Report, Annual Financial Statements,

Resolutions, Shareholder Rights,

duties and responsibilities, SOE

performance as per Board evaluation

and agreed shareholder’s compact as

well as other

2 months before AGM

11 – 15

Days

Before

AGM

(Part

Of Team

Submission)

2 months before the AGM

Submission of additional

agenda items to SOE

Timeous, comprehensive

analysis of Annual

Report, AFS, Agenda &

Resolutions in

consultation with SOE

and submission to

Minister via relevant

DDGs, CIPM,& D-G .

Attendance of AGM


KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: GOVERNANCEL


Governance

Annual General Meeting (cont)

Governance specific comments and concerns (e.g. other Directorships, directors’ interests, etc) via relevant DDGs, CIPM,& D-G attendance of AGM



Governance

SOE Governance Review

Formal request to SOE regarding completion of the Governance Audit Template

Letter from the Minister to SOE completion of Governance Audit Template

Receipt and forwarding of reports to relevant SOE teams and co-ordination thereof

Analysis and coordination of comments from relevant SOE teams

Incorporate analysis by relevant SOE Teams

Brief to Minister regarding the outcomes of analysis and findings .

2 months before AGM.

2 months before AGM

Letter to SOE re completion of Governance Audit template

Submission of briefing memo and letter to Minister





Governance

Shareholder Compact

Develop, Co-ordinate and Review Shareholder’s Compacts

Prepare draft Shareholder’s

Compacts based on SOE corporate plan in consultation with SOE Teams

Submission of draft Shareholder’s Compacts to SOE

Preliminary discussion of draft Shareholder’s Compacts between SOE& DPE management teams

Submission of final draft Shareholder’s Compacts to SOE undercover of a letter from DG /

CIPM

Final discussion of Shareholder’s Compacts between Minister and SOE Chairperson (where necessary)

Sign-off of Shareholder’s Compacts

2 months subject to SOE-DPE negotiations

1 Month before the AGM

Developed Draft Shareholder’s Compacts Submitted draft Shareholder’s Compacts to SOE Negotiations between

DPE and SOE Management

Submission of final draft Shareholder’s Compacts to Minister

Signed Shareholder’s Compacts



Sub-Programme Activity / Project Critical Path Activities Time Required

Due Date Output

Governance

Corporate plan Check compliance with the PFMA

Input Governance comments into SOE Teams briefing memo to Minister

Letter to SOE reminding them of timeous submission of corporate plan

Manage SOE requests for late submissions

Timeous submission of Governance

inputs

1 month (subject to receipt of SOE inputs)

1 month after receipt from SOE (usually 28 February of each year)

Reminder to SOE re submission of corporate plan

Letter to Minister of

Finance indicating MPE

support or otherwise for

the request

Submitted inputs to DPE SOE team


KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: RISK MANAGEMENT

Activity / Project Critical Path Activities Time Required Due Date Output

Routine Activities

Input into the review of the annual shareholder compact

1. Receive the draft compact

2. Review the draft compact

3. Prepare inputs

1 week September 2008 Inputs to the shareholder compact document

Input into the review of the Corporate Plans

1. Receive the corporate plan

2. Review the plan

3. Interact with the SOE team

4. Prepare inputs

1 week April 2008 Inputs to corporate plan memorandum

A memo on shareholder level SOE risks for all SOE.

Input into the review of the quarterly reports

1. Receive the SOE quarterly reports

2. Review the report


3. Prepare inputs

1 week Quarterly Inputs to the quarterly report memos.

A memo on updated shareholder level SOE risks for all SOE.




Routine activities

Input into the review of the monthly reports

1. Receive the SOE monthly reports

2. Review the report


4. Prepare inputs

1 week Monthly Inputs to the monthly report memos.

Input into the annual Risk Report

1. Systemic risk across all SOE

2. Risk assessment of the key risks for the shareholder in respect of SOE

1 Month 1 month before the AGM

Inputs into the AGM memo

Process applications in terms of Section 54(2) of the PFMA.

1. Receive an application


3. Co-ordinate inputs by SOE team, governance and legal units.

4. Prepare a decision memo

Within 30 days of receipt of the application.

Ongoing Appropriate advice and recommendations to Minister on application




Routine work

Monitor the implementation of approvals in terms of section 54(2) of the PFMA

1.Prepare a quarterly report on all PFMA approvals granted by Minister including property disposal

1 week Quarterly Briefing memo setting out progress and status of implementation of transactions approved by the Minister.

Maintain the Risk Forum

1. Prepare annual schedule of quarterly

Meetings

Quarterly Ongoing Efficient and effective quarterly meetings

Report and monitor the shareholder level risks

1. Determine level 1 risks for each SOE and cross-cutting risks across SOE.

2. Prepare a briefing memo to DG and Minister.

3 weeks Ongoing A memo setting out the Shareholder level risks

DPE Board Presentations

Prepare report for Board Presentation Ongoing 1 week before the Board meeting

A report on risk related issues for tabling in the Board meeting




Special Projects

Procure and implement a risk management software tool

1. Develop the terms of reference

2. Advertise in appropriate media

3. Evaluation of bidders

4. Appointment of successful bidder5. Implement the software tool

3 months December 2008 Risk management software tool

Develop ERM value add metrics and maturity model

1.Develop assessment criteria for each ERM nominal theme

2. Refine the maturity levels

3. Assess risk management maturity level in each SOE

3 Months June 2008 Enterprise Risk Management maturity assessment tool




Special Projects

Benchmark the SOE Risk Management practices within respective industries. (In 2008 benchmark Eskom’s and SAA’s risk management practices)

1.Undertake research on the “best risk management practices” pertaining to the industry

2.Identify study participants _ best companies in risk management within the industry (Aviation and Electricity)

3.Undertake site visits to the best companies

4.Compile a report on the findings and areas of improvement (if any) for the SOE

5.Submit report to the Minister in a memo format

6.Engage SOE on improvement areas where required

2 months per SOE September 2008

Report on the benchmarking SOE risk management processes




Special projects

Risk Forum “Focused Projects in 2008/09)

2010 Initiatives

Specialist solutions

(Contract and Contract

Risk Management Guidelines)

1.Identify projects based on common problem areas amongst the SOE.

2.Constitute a Project Team

3.Develop and implement the project

4.Develop the guidelines.

5.Monitor the implementations of the guidelines in the SOE

3 months per project As per project plan

A Guideline setting out “best practice” in dealing with a specific common problem area amongst SOE.

THANK YOU

PUBLIC ENTERPRISES PROGRAMME 3: LEGAL, GOVERNANCE, RISK & TRANSACTIONS 2008-2011 STRATEGIC PLAN AND...

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