BML governance

Table of contents

 

BML governance. 1

Preamble. 3

Purpose of the association. 4

Annual Shareholders’ Meeting. 4

Board of Directors. 4

Chairman of the Board of Directors. 5

ComPil 6

Thematic commissions. 7

  1. Operational Body 7

Mentor Selection and Appointment Subcommittee 7

Mentee Selection and Nomination Subcommittee 8

  1. Ethics Commission. 8
  2. Marketing, Communication and Sponsoring Committee. 9
  3. Finance Committee. 9
  4. Quality Committee.
    10

Auditor.
11

 

Preamble

The purpose of this document is to describe the purpose, scope, authority and responsibility of the thematic commissions.
It contains clear information on how Business Mentoring Luxembourg a.s.b.l (“BML”) is organized and what it is trying to achieve.
It is complementary to the by-laws governing the BML and cannot derogate from the provisions of the by-laws.

 

Purpose of the association

The association’s purpose is to lead and promote mentoring activities for active entrepreneurs, through a network of approved mentors, cooperation agreements between mentors and mentees, and all related activities, in particular the promotion of mentoring in Luxembourg among players in the Luxembourg ecosystem.
Its strategic objective: to make a tangible contribution to the advancement of entrepreneurship.

 

Annual Shareholders’ Meeting

The General Meeting has all the powers which the law or the Articles of Association have not assigned to another body of the association.
The General Meeting is chaired by the Chairman of the Board of Directors, or in his absence, by the oldest director present.
The Annual General Meeting is convened at least once a calendar year by the Chairman of the Board of Directors.

 

Board of Directors

The Board of Directors has the widest powers of administration and disposal for the management of the association’s affairs.
It is responsible for all matters not expressly reserved for the General Meeting by the Articles of Association or by law.
The Board of Directors is convened by the Chairman whenever the interests of the association require it, and at least 3 times a year.
The Chairman of the Board of Directors, or in his absence the oldest Director, chairs Board meetings.
Board decisions are taken by a simple majority of directors.
All operating provisions, such as the Charter, Rules of Governance or Internal Regulations, must be ratified by the Board of Directors before they come into force.
The Annual General Meeting may invalidate, modify or replace the aforementioned operating provisions.
The association is bound by the joint signature of two directors, including the Chairman or his representative.

 

For the Annual General Meeting, the Board of Directors will :

  • set the agenda for the Annual General Meeting,
  • record the entry and exit of full members,
  • propose amendments to the articles of association, if necessary,
  • prepare the accounts to be presented to members: balance sheet for the past year and budget for the following year,
  • prepare the activity report for the previous year and the presentation of activities for the following year, and present the association’s projects,
  • present important decisions (e.g.: increase in membership dues, modification of internal regulations, etc.),
  • check whether directors are joining or leaving the company,
  • draw up the notice to be sent to all full members for the Annual General Meeting to be held at least 15 days later, including the date, time and place of the meeting, as well as the agenda.

In accordance with article 13, 2nd paragraph and article 16 (6) of the amended law of April 21, 1928 on non-profit associations and foundations, the Board of Directors must submit the accounts for the past financial year and the budget for the next financial year to the General Meeting for approval each year.
The ASBL is not required to file its annual accounts with the Registre de Commerce et des Sociétés.

 

Chairman of the Board of Directors

The Chairman of the Board of Directors is appointed for a term of one year or more.
His term of office may not exceed that of his directorship.
He may be re-elected.
The Chairman has three major roles within the ASBL.
Leadership.
In general, the Chairman is responsible for chairing meetings, boards of directors, general assemblies, the ComPil, etc. He or she ensures that the directors have the necessary skills and experience to carry out their duties.
He ensures that directors have the necessary information, no conflicts of interest, and the time and resources to carry out their duties.
Ensures the smooth running of committees.
He ensures that decisions taken by the Board of Directors or the Annual General Meeting are implemented.
During meetings, he takes the initiative and reviews the agenda.
He also gives clear instructions to the designated secretary regarding the drafting of meeting minutes.
The Chairman is also the “face” of the ASBL, e.g. at board meetings, meetings with internal or external stakeholders or press testimonials, etc.
Coordination.
The Chairman has a coordinating role, in which he or she, in consultation with the other directors, defines the ASBL’s policy and keeps an overview of its activities.
In many cases, he also acts as a mediator.
In the event of a difference of opinion between directors or other stakeholders, he tries to steer the conversation towards a solution.

 

Organization.
The President is responsible for the BML Board and General Meeting.
In this capacity, he :

  • convenes the Board of Directors and the Annual General Meeting and draws up an agenda, for which he consults the directors’ suggestions;
  • organizes and directs the work of the Board;
  • ensures the smooth running of the commissions;

 

ComPil

To better achieve its objectives and promote entrepreneurship, a Steering Committee (ComPil) has been set up to carry out operational tasks.
Values: entrepreneurial spirit, dynamism, integrity, quality and sustainability
Leader: The President
Composition:
The Steering Committee is a subset of the Board of Directors.
It is made up of Mentors elected as Directors.
The members of the ComPil define the commissions they consider necessary for the successful achievement of the BML’s objectives, and divide up the responsibilities for running the Commissions.
Objective
The Steering Committee is the management body for BML activities (initiatives, decisions, follow-up).
Role
The ComPil has authority over all actions and budgets of the BML asbl, within the limits (e.g. Budget) of the authority granted by the Board of Directors and the agreements entered into.
It is responsible for assessing the extent to which a specific activity or action requires the endorsement of the Board of Directors.
The ComPil decides collectively on major orientations, and assigns to the relevant Commission the task of developing the necessary orientations and actions, as well as monitoring them.
The Commission is empowered to make proposals for structuring the area assigned to it, and applies itself without any specific mandate from the ComPil.
The hiring of experts is agreed in advance at ComPil level, particularly with regard to the budget, and once the decision has been taken, the management of interactions and expenditure is the responsibility of the head of the relevant Commission.
The ComPil delegates operational activity to the operational BML Manager (initiatives, decisions at his level, actions).
The roles and responsibilities of this committee include making necessary or useful decisions prior to Board meetings.
Endowed with special authority and responsibility, the ComPil can make rapid decisions.
When faced with urgent matters, this special authority is imperative if BML is to move forward.
The ComPil reports to the Board of Directors.
Each Commission manager is the rapporteur for the work of his or her Commission, after validation by the ComPil.

 

Thematic Commissions

The Commission makes proposals for structuring the area assigned to it, and applies itself without a specific mandate from ComPil.
Each Commission reports to the ComPil.
As the Commission is sovereign over its own activities, any disagreement with the Steering Committee may be referred to the Board of Directors for arbitration.
These commissions meet as often as necessary.

 

1. Operating Body

Manager: Barbara Stroup
Objective
The operational body is responsible for the1st level of the association’s operations.
The aim is to ensure that the association runs smoothly on 3 levels: organizational, technical and human.
Operational management is provided by the BML asbl manager-coordinator.
Role
The operational manager supervises, animates and steers the activities of the asbl.
He/she designs, implements, monitors and evaluates action plans to achieve assigned objectives.
Supervision

  • The Chairman of the Board for employee supervision and expense authorization
  • Any Compil member for the coordination of operational tasks and projects related to the ad hoc committee

 

Mentor Selection and Appointment Sub-Committee

The selection committee is organized by the Coordinating Manager and/or by the President, who convenes approved Mentor members.
The selection committee aims to select, with quality and integrity, mentors whose skills and motivation are in line with BML’s needs and charter.
The mentor-candidate is an experienced entrepreneur or executive who has either applied on his or her own initiative, or has been identified by a Mentor or one of the members of the Board of Directors.
The Mentor Candidate admission procedure comprises the following 4 stages:

  • The identification of mentors is organized by the Manager, who can call on the support of the mentors.
    This phase includes requesting the necessary documents from the candidate-mentor.
    The candidate-mentor is an experienced entrepreneur or executive who has either applied on his or her own initiative, or has been identified by a Mentor or one of the members of the Board of Directors.
  • Pre-selection is carried out by the Manager and submitted to the Chairman for approval.
    In the event of disagreement, the matter is referred to the Board for a decision.
  • The Manager organizes the selection process for the candidate-mentor, and forms a selection committee made up of three experienced mentors chosen for their complementarity, independence and expertise.
    An assessment interview takes place before the committee.
    The Committee is sovereign as to whether or not to accept the candidate.
    In the absence of a unanimous decision, the application is re-examined at the next ComPil meeting.
    In the event of refusal, the decision is final and does not open the way to appeal in the current procedure.
  • Implementation of the decision by the Manager (communication to the candidate, organizational and administrative introduction of the candidate if elected)

 

Mentee selection and nomination sub-committee

The selection committee aims to select, with quality and integrity, future mentees whose skills and motivation are in line with the coaching proposal and the BML charter.
The Selection Committee is made up of the Manager and mentors approved and selected by the Manager.
The mentor-candidate is an experienced entrepreneur or executive who has either applied on his or her own initiative, or has been identified by a Mentor or one of the members of the Board of Directors.
On the basis of the application file completed by the candidate-mentor, the Manager (1) assesses the suitability of the application in terms of the criteria agreed within the BML and (2) decides to convene a selection committee, where appropriate.
In making his decision, the Manager may seek advice from one or more Mentors of his choice.
The Manager sets up the Selection Committee (two or three Mentors) without waiting for the Chairman’s approval, and organizes the interview.

 

2. Ethics Commission

Manager: Stéphane Michon
Composition
This committee will be made up of 3 or 4 members chosen from among the committee chairmen, and will include at least 50% non-administrator mentors.
Objectives
This commission studies the opportunity to enrich or modify BML’s guidelines (charter, code of conduct, conventions, strategy, policy, etc.) applying to Mentors and Mentees alike, as well as to all Members of the Association, and to verify their conformity.
The Committee receives reports of contentious cases or potential conflicts of interest.
These cases are analyzed to identify any anomalies and incompatibilities with the criteria of integrity and the precepts of the Code of Conduct.
Specific areas of responsibility
Any interested party, in particular directors, mentors, mentees, members and BML’s coordinating manager, may refer matters to the Commission concerning any area covered by the BML Charter, the principles of good governance and, more generally, the BML guidelines.
The Commission does not have the power to impose sanctions; these are the responsibility of the Board of Directors.
Its role is to alert, analyze and make recommendations.
The Commission reports to the Board.
However, in the cases it determines, it may decide to go directly to the Board of Directors, without going through the ComPil.

 

3. Marketing, Communication and Sponsoring Committee

Manager: Cyril Coffin Eltrich
Composition
This committee will be made up of 3 or 4 members chosen by the committee leader from among the mentors or members.
Objective
The Commission’s objective is to implement actions/reflections to optimize the marketing/communication and sponsorship functions within BML asbl.
Its objective is also to ensure better visibility for the asbl, improve internal and external relations, and optimize the communications budget.
Specific areas of responsibility
The Marketing, Communication Commission manages posts on the Linked’In & Instagram social networks.
It facilitates the creation of content by BML members and may create content itself.
It submits this content to the Editorial Committee, made up of several Member Mentors, for review.

 

4. Finance Committee

Manager: Charles-Antoine De Theux
Composition
This commission will be made up of 3 members chosen by the commission manager.
Objective
The committee ensures the sound financial management of the association, based on transparency, traceability and accounting.
Third parties (donors, national authorities, other interested parties) must be able to obtain transparent information in their dealings with BML, based in particular on up-to-date information recorded and published in the Trade and Companies Register (RCS) and in the Register of Beneficial Owners (RBE).

 

The tasks of this commission include :

  • Expenditure management and control, monitoring and accounting.
    The treasurer ensures that the expenditure is real and corresponds to a service rendered or a good delivered, and that it corresponds to what has been decided by the governing bodies.
    As such, he or she is one of the first to question the destination and final use of funds.
  • Execution of payment instructions,
  • Payment of invoices and any refunds,
  • Monitoring cash flow to ensure the association’s financial sustainability
  • Preparation and execution of the budget, preparation of balance sheet accounts for approval by the Board, and organization of account review activities.
  • Fundraising management: support for sponsorship activities, even suggestions in this area
  • Accounting and archiving of supporting documents and their retention,
  • Tax compliance.

Specific areas of responsibility
Organization and conduct of negotiations, although responsibility for identifying sponsors has yet to be clearly defined

 

5. Quality Committee

Manager: Annick Lebrun
Composition
This commission will be made up of 3 members chosen by the commission manager.
Objective
The aim of the Quality Committee is to support and develop the quality of BML’s services to its mentees, the mentoring community and other stakeholders.
Like the ISO[1] standards from which it draws its inspiration, the 7 principles of quality management at BML are :

  • Mentee” orientation by constantly striving to meet their needs and exceed their expectations (e.g. satisfaction survey among current and past mentees to gauge needs and improve mentoring quality).
  • BML leadership (governance framework for appropriate BML management)
  • Involvement of mentors and mentees (e.g. satisfaction survey among present and past mentors to gauge needs, provide tools, etc.)
  • Process approach (working efficiently and ensuring that processes are aligned and understood by all BML mentors and mentees to ensure that they help achieve objectives)
  • Continuous improvement (annual review of events and initiation of necessary changes)
  • Informed decision-making (taking into account the legal framework or BML bylaws and documents)
  • Stakeholder relations management (establishing who the stakeholders are and what they expect from BML)

 

Specific areas of responsibility
Its activities may cover all areas of the association.

 

Auditor

Under article 32 of BML’s articles of association, the Board of Directors draws up the income and expenditure statement for the financial year and submits it for approval to the Annual General Meeting, together with a draft budget for the following year.
The non-profit association has the statutory accounts, comprising the balance sheet and profit and loss account, examined for each financial year ending on December 31.
This involves checking that transactions have been recorded in the accounts, and that the profit and loss account and balance sheet have been drawn up correctly and fairly on the basis of the documents presented.
The scope of these controls does not constitute an audit in accordance with international auditing standards.

 

[1] ISO 9001 is a standard that sets out the requirements for a quality management system.
It helps companies and organizations to improve efficiency and increase customer satisfaction.