<\/p>\n
BML governance. 1<\/a><\/p>\n Preamble. 3<\/a><\/p>\n Purpose of the association. 4<\/a><\/p>\n Annual Shareholders’ Meeting. 4<\/a><\/p>\n Board of Directors. 4<\/a><\/p>\n Chairman of the Board of Directors. 5<\/a><\/p>\n ComPil 6<\/a><\/p>\n Thematic commissions. 7<\/a><\/p>\n Mentor Selection and Appointment Subcommittee 7<\/a><\/p>\n Mentee Selection and Nomination Subcommittee 8<\/a><\/p>\n Auditor. <\/p>\n The purpose of this document is to describe the purpose, scope, authority and responsibility of the thematic commissions. <\/p>\n 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. <\/p>\n The General Meeting has all the powers which the law or the Articles of Association have not assigned to another body of the association. <\/p>\n The Board of Directors has the widest powers of administration and disposal for the management of the association’s affairs. <\/p>\n For the Annual General Meeting, the Board of Directors will :<\/p>\n 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. <\/p>\n The Chairman of the Board of Directors is appointed for a term of one year or more. <\/p>\n Organization<\/strong>. <\/p>\n To better achieve its objectives and promote entrepreneurship, a Steering Committee (ComPil) has been set up to carry out operational tasks. <\/p>\n The Commission makes proposals for structuring the area assigned to it, and applies itself without a specific mandate from ComPil. <\/p>\n Manager: Barbara Stroup <\/p>\n The selection committee is organized by the Coordinating Manager and\/or by the President, who convenes approved Mentor members. <\/p>\n 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. <\/p>\n Manager: St\u00e9phane Michon <\/p>\n Manager: Cyril Coffin Eltrich <\/p>\n Manager: Charles-Antoine De Theux <\/p>\n The tasks of this commission include :<\/p>\n Specific areas of responsibility <\/p>\n Manager: Annick Lebrun <\/p>\n Specific areas of responsibility <\/p>\n 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. <\/p>\n\n
\n
\n10 <\/a><\/li>\n<\/ol>\n
\n11 <\/a><\/p>\n<\/a>Preamble<\/h2>\n
\nIt contains clear information on how Business Mentoring Luxembourg a.s.b.l (“BML”) is organized and what it is trying to achieve.
\nIt is complementary to the by-laws governing the BML and cannot derogate from the provisions of the by-laws. <\/p>\n<\/a>Purpose of the association<\/h2>\n
\nIts strategic objective: to make a tangible contribution to the advancement of entrepreneurship.<\/p>\n<\/a>Annual Shareholders’ Meeting<\/h2>\n
\nThe General Meeting is chaired by the Chairman of the Board of Directors, or in his absence, by the oldest director present.
\nThe Annual General Meeting is convened at least once a calendar year by the Chairman of the Board of Directors.<\/p>\n<\/a>Board of Directors<\/h2>\n
\nIt is responsible for all matters not expressly reserved for the General Meeting by the Articles of Association or by law.
\nThe Board of Directors is convened by the Chairman whenever the interests of the association require it, and at least 3 times a year.
\nThe Chairman of the Board of Directors, or in his absence the oldest Director, chairs Board meetings.
\nBoard decisions are taken by a simple majority of directors.
\nAll 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.
\nThe Annual General Meeting may invalidate, modify or replace the aforementioned operating provisions.
\nThe association is bound by the joint signature of two directors, including the Chairman or his representative. <\/p>\n\n
\nThe ASBL is not required to file its annual accounts with the Registre de Commerce et des Soci\u00e9t\u00e9s. <\/p>\n<\/a>Chairman of the Board of Directors<\/h2>\n
\nHis term of office may not exceed that of his directorship.
\nHe may be re-elected.
\nThe Chairman has three major roles within the ASBL.
\nLeadership<\/strong>.
\nIn 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.
\nHe ensures that directors have the necessary information, no conflicts of interest, and the time and resources to carry out their duties.
\nEnsures the smooth running of committees.
\nHe ensures that decisions taken by the Board of Directors or the Annual General Meeting are implemented.
\nDuring meetings, he takes the initiative and reviews the agenda.
\nHe also gives clear instructions to the designated secretary regarding the drafting of meeting minutes.
\nThe Chairman is also the “face” of the ASBL, e.g. at board meetings, meetings with internal or external stakeholders or press testimonials, etc.
\nCoordination<\/strong>.
\nThe 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.
\nIn many cases, he also acts as a mediator.
\nIn the event of a difference of opinion between directors or other stakeholders, he tries to steer the conversation towards a solution. <\/p>\n
\nThe President is responsible for the BML Board and General Meeting.
\nIn this capacity, he : <\/p>\n\n
<\/a>ComPil<\/h2>\n
\nValues: entrepreneurial spirit, dynamism, integrity, quality and sustainability
\nLeader: The President
\nComposition:
\nThe Steering Committee is a subset of the Board of Directors.
\nIt is made up of Mentors elected as Directors.
\nThe 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.
\nObjective
\nThe Steering Committee is the management body for BML activities (initiatives, decisions, follow-up).
\nRole
\nThe 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.
\nIt is responsible for assessing the extent to which a specific activity or action requires the endorsement of the Board of Directors.
\nThe 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.
\nThe Commission is empowered to make proposals for structuring the area assigned to it, and applies itself without any specific mandate from the ComPil.
\nThe 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.
\nThe ComPil delegates operational activity to the operational BML Manager (initiatives, decisions at his level, actions).
\nThe roles and responsibilities of this committee include making necessary or useful decisions prior to Board meetings.
\nEndowed with special authority and responsibility, the ComPil can make rapid decisions.
\nWhen faced with urgent matters, this special authority is imperative if BML is to move forward.
\nThe ComPil reports to the Board of Directors.
\nEach Commission manager is the rapporteur for the work of his or her Commission, after validation by the ComPil.<\/p>\n<\/a>Thematic Commissions<\/h2>\n
\nEach Commission reports to the ComPil.
\nAs the Commission is sovereign over its own activities, any disagreement with the Steering Committee may be referred to the Board of Directors for arbitration.
\nThese commissions meet as often as necessary.<\/p>\n<\/a>1. Operating Body<\/h3>\n
\nObjective
\nThe operational body is responsible for the1st<\/sup> level of the association’s operations.
\nThe aim is to ensure that the association runs smoothly on 3 levels: organizational, technical and human.
\nOperational management is provided by the BML asbl manager-coordinator.
\nRole
\nThe operational manager supervises, animates and steers the activities of the asbl.
\nHe\/she designs, implements, monitors and evaluates action plans to achieve assigned objectives.
\nSupervision<\/p>\n\n
<\/a>Mentor Selection and Appointment Sub-Committee<\/h4>\n
\nThe selection committee aims to select, with quality and integrity, mentors whose skills and motivation are in line with BML’s needs and charter.
\nThe 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.
\nThe Mentor Candidate admission procedure comprises the following 4 stages:<\/p>\n\n
\nThis phase includes requesting the necessary documents from the candidate-mentor.
\nThe 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. <\/li>\n
\nIn the event of disagreement, the matter is referred to the Board for a decision. <\/li>\n
\nAn assessment interview takes place before the committee.
\nThe Committee is sovereign as to whether or not to accept the candidate.
\nIn the absence of a unanimous decision, the application is re-examined at the next ComPil meeting.
\nIn the event of refusal, the decision is final and does not open the way to appeal in the current procedure. <\/li>\n<\/a>Mentee selection and nomination sub-committee<\/h4>\n
\nThe Selection Committee is made up of the Manager and mentors approved and selected by the Manager.
\nThe 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.
\nOn 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.
\nIn making his decision, the Manager may seek advice from one or more Mentors of his choice.
\nThe Manager sets up the Selection Committee (two or three Mentors) without waiting for the Chairman’s approval, and organizes the interview.<\/p>\n<\/a>2. Ethics Commission<\/h3>\n
\nComposition
\nThis 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.
\nObjectives
\nThis 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.
\nThe Committee receives reports of contentious cases or potential conflicts of interest.
\nThese cases are analyzed to identify any anomalies and incompatibilities with the criteria of integrity and the precepts of the Code of Conduct.
\nSpecific areas of responsibility
\nAny 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.
\nThe Commission does not have the power to impose sanctions; these are the responsibility of the Board of Directors.
\nIts role is to alert, analyze and make recommendations.
\nThe Commission reports to the Board.
\nHowever, in the cases it determines, it may decide to go directly to the Board of Directors, without going through the ComPil.<\/p>\n<\/a>3. Marketing, Communication and Sponsoring Committee<\/h3>\n
\nComposition
\nThis committee will be made up of 3 or 4 members chosen by the committee leader from among the mentors or members.
\nObjective
\nThe Commission’s objective is to implement actions\/reflections to optimize the marketing\/communication and sponsorship functions within BML asbl.
\nIts objective is also to ensure better visibility for the asbl, improve internal and external relations, and optimize the communications budget.
\nSpecific areas of responsibility
\nThe Marketing, Communication Commission manages posts on the Linked’In & Instagram social networks.
\nIt facilitates the creation of content by BML members and may create content itself.
\nIt submits this content to the Editorial Committee, made up of several Member Mentors, for review.<\/p>\n<\/a>4. Finance Committee<\/h3>\n
\nComposition
\nThis commission will be made up of 3 members chosen by the commission manager.
\nObjective
\nThe committee ensures the sound financial management of the association, based on transparency, traceability and accounting.
\nThird 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).<\/p>\n\n
\nThe 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.
\nAs such, he or she is one of the first to question the destination and final use of funds. <\/li>\n
\nOrganization and conduct of negotiations, although responsibility for identifying sponsors has yet to be clearly defined<\/p>\n<\/a>5. Quality Committee<\/h3>\n
\nComposition
\nThis commission will be made up of 3 members chosen by the commission manager.
\nObjective
\nThe 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.
\nLike the ISO[1]<\/a> standards from which it draws its inspiration, the 7 principles of quality management at BML are :<\/p>\n\n
\nIts activities may cover all areas of the association.<\/p>\n<\/a>Auditor<\/h2>\n
\nThe 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.
\nThis 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.
\nThe scope of these controls does not constitute an audit in accordance with international auditing standards.<\/p>\n