IAQG Legal Entity Project IAQG Montreal General Assembly Report 11 October, 2013 Philippe Martin V1.

IAQG Legal Entity Project

IAQG Montreal General Assembly Report

11 October, 2013Philippe Martin

V1

Ph. Martin – IAQG Montreal G.A.

IAQG Legal Entity – Project status

1. Incorporation process

2. Post-incorporation documentation

3. Insurance

4. SAE/IAQG Services agreement

5. Other existing service providers and consultants

Ph. Martin – IAQG Moscow

1. Incorporation process status

• May 23, 2013: Moscow IAQG Council approved incorporation of IAQG as an “International Not for Profit Association” under Belgium law.

• August 27, 2013: Incorporation Deed signed by the four members of the Executive Committee at notary in Brussels.

• November 2013 (current forecast): Publication of the Belgium Royal Decree of recognition: official start of the Association IAQG as a legal entity.


1. Incorporation: membership status

• During the 2 meetings of the Executive Committee held since August 27th notary signature, the 3 Sectors presented the submission of their Members for agreement by the Executive Committee.

• All the current IAQG Members have volunteered to join the new Legal Entity, and have been accepted by the Executive Committee.

• Such acceptance will be subject to ratification as soon as the Belgian Royal Decree officializing the creation of IAQG is published.


2. Post-Incorporation IAQG Documentation

• Post-Incorporation Documentation is been prepared under the leadership of Ed Bayne (Operation Management System Group).

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Post-Incorporation IAQG Documentation Tree (reminder)• Articles

• The IAQG Articles, compliant with Belgian Law, are part of the Association Deed already signed at notary.

• Rules Of Procedure• Requirements need to comply with IAQG Articles• Replaces the current IAQG Charter• Establish the IAQG organizational structure

• Policies• Establishes the What and the Who• Establishes the RAA (Responsibility, Accountability, and Authority)

• Procedures• Current IAQG “how to” internal documents

Incorporated IAQG Documentation Status 6


Incorporated IAQG Documentation Tree

IAQG Belgian Articles of Association

Policy 102Export

Compliance

Policy 103Antitrust

Policy 101Conflict of

Interest

Policy 104Intellectual

Property

Policy 107Meetings

Policy 106Financial Controls

Policy 105Issued Reports

IAQG Pro-105.1:Initiative Creation

Process

IAQG Pro-105.2:Maintenance of

Standards

IAQG Pro-105.3:Ballot and Publication

Process

IAQG Pro-105.4:Document

Format / Style Guide

IAQG Pro-106.1:Budgeting and

Financial Reporting

IAQG Pro-106.2:Financial Control

IAQG Pro-106.3:Funding Oversight

Activities

IAQG Pro-106.4:Funding IAQG

Contractors

IAQG Pro-106.5:Funding IAQG Experts Travel

IAQG Pro-107.1:Planning an IAQG

Meeting

IAQG Pro-107.2:Performance Excel Market

(PEM)

IAQG Pro-108.1:Maintenance of

the IAQG Strategy

IAQG Rules of Procedure

Policy 108Strategy

Policy 109Membership

Policy 110Ethics

IAQG Pro-105.6:IAQG Forms Management

Policy 111OPMT

IAQG Pro-105.7:Competency Management

Policy 112Subsidiary

Bodies

IAQG Pro-105.5:Guidance Material

Management

IAQG Pro-105.8:IAQG Procedures



Post-incorporation documentation status

• Articles and Rules of Procedure were agreed at Moscow meeting.

• Initial draft Policy versions have been provided to IAQG Editor to review and format in accordance with IAQG Pro 105.8

• Most of them shall be finalized this week. See detailed status on next page.


Ph. Martin – IAQG Montreal G.A.Incorporated IAQG Documentation Status 9

Reference TitleResponsible

PersonDate Sent to Editor

Date Received

from Editor

Date Sent to Policy Owner

Date Sent to Incorp

Team & EC

Pol 101IAQG Conflict of Interest Policy

X. Sahut d'Izarn A Draft R3 30-Apr-13 23-Sep-13 5-Oct-13

Pol 102IAQG Export/Import Compliance Policy

D. Buehler A Draft R3 2-May-13 23-Sep-13 5-Oct-13

Pol 103IAQG Antitrust Compliance Policy

B. Schmiege A Draft R4 1-May-13 23-Sep-13 5-Oct-13

Pol 104IAQG Intellectual Property Policy


Pol 105IAQG Publications Policy

K. Heffernan A Draft R2 2-May-13 23-Sep-13 5-Oct-13

Pol 106IAQG Policy for Financial Controls

M. Roberts A Draft R9 3-May-13 23-Sep-13 7-Oct-13

Pol 107 IAQG Meetings Policy B. DeGutis A Draft R5 2-May-13 23-Sep-13 5-Oct-13

Pol 108IAQG Strategy Process Policy

G. Klug A Draft R1 30-Apr-13 23-Sep-13 6-Oct-13

Pol 109IAQG Membership Policy


Pol 110 IAQG Ethics Policy P. Martin A Draft R4 30-Apr-13 23-Sep-13 6-Oct-13

Pol 111IAQG Other Party Management Team Policy

T. Lee A Draft R1 2-May-13 23-Sep-13 6-Oct-13

Pol 112IAQG Subsidiary Bodies

K. Heffernan A Draft R2 30-Apr-13 23-Sep-13 7-Oct-13

Rev Letter & Issue (dd-Mmm-yyyy)

Post-incorporation Policies status


Post-incorporation documentation status

• For the working Procedures, action has been given during Moscow OMS Meeting to revise as necessary the existing procedures, using the incorporated terminology (e.g.: General Assembly vs. Council Meeting, Executive Committee vs. Leadership Team, etc.), and re-format in accordance with IAQG Pro 105.8.

• Final acceptance by IAQG members of all the post-incorporation Documentation is expected for end of November 2013.


Ph. Martin – IAQG MoscowPage 11

3. Insurance

• At incorporation date, IAQG will have to be covered by its own insurance provider, replacing the insurance provided by SAE-ITC under the SAE-IAQG Program Agreement.

• Several international insurance brokers have been contacted in order to get a full insurance package.

• After review, the Executive Committee decided to pursue only the Marsh (US) route.

• Insurance contracts shall be approved by Executive Committee and be operating on publication of the Royal Decree.

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4. SAE/IAQG Services Agreement

• New contract replacing with the same scope the current IAQG-SAE MoU (dated October 2007) has been discussed and agreed between both parties.

• The new Services Agreement and its addendum shall be updated before signature to take into account the incorporation date.

• On the date of incorporation, SAE will cancel the SAE-ITC Program Package which currently provides insurance and contracting services for consultants and service providers.


5. Other existing Services Providers and Consultants

• On behalf of IAQG, SAE-ITC has signed and is managing a few contracts related to service providers and consultants, such as:• Travel agencies for witness audits, • Plexus agreement, • Hotels for IAQG meetings, • SCMH consultants, • OASIS manager.

• Upon completion of the incorporation, these contracts shall be replaced by IAQG contracts.

• Action is on-going with SAE and our Belgian lawyer assistance to define the right transition process and execute these replacements.


Conclusion

• The transformation of the organization IAQG under a Legal Entity (“International Not for Profit Association” under Belgium law) is well advanced.

• Completion of the process is planned end on November 2013.

• Documentation, insurance and new contracts with our Service Providers are being worked-out to be ready on time.


Questions?

IAQG Legal Entity Project IAQG Montreal General Assembly Report 11 October, 2013 Philippe Martin V1.

Documents

Transcript of IAQG Legal Entity Project IAQG Montreal General Assembly Report 11 October, 2013 Philippe Martin V1.