ISO - TC 309 - Governance of Organizations
ISO - TC 309 - Governance of Organizations
ISO - TC 309 - Governance of Organizations
Date: 3/8/2018
Version: Final
EXECUTIVE SUMMARY
This Strategic Business Plan (“SBP”) provides the high-level roadmap for the creation of
deliverables that support and improve the governance of organizations of any size and
nature, operating anywhere in the world. In particular, it is the intention of this Technical
Committee (“TC”) to produce globally relevant International Standards that are used
everywhere.
Society, policy-makers and specific stakeholders are seeking, and have an increasing
expectation of, “good governance” and “good citizenship” by the organizations that impact
our lives. The backdrop to these changing expectations is a shifting global paradigm, from
short-termism to long-termism and sustainability, and from opaqueness to transparency.
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The results of independent audit opinions and other assurance providers such as
proxy advisors and credit rating agencies and outcome accreditors.
There is also a growing recognition that “governance” is closely related to, however
distinct from, “management”. ISO/TC 309 will produce deliverables relating to governance,
in the sense of steering an organization, as well as deliverables relating to the tools for
controlling and managing an organization such as programmes for whistleblowing, for
compliance and for anti-bribery.
In this way this TC will produce globally relevant International Standards that can be used
everywhere relating to both:
Governance and governance systems; and
Management and management systems.
This SBP describes how this will be achieved. The SBP will develop and evolve as the
work of the TC progresses and will be kept under regular review.
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1. INTRODUCTION
The foremost aim of international standardization is to facilitate the exchange of goods and
services through the elimination of technical barriers to trade.
Three bodies are responsible for the planning, development and adoption of International
Standards: ISO (International Organization for Standardization) is responsible for all sectors
excluding Electrotechnical, which is the responsibility of IEC (International Electrotechnical
Committee), and most of the Telecommunications Technologies, which are largely the
responsibility of ITU (International Telecommunication Union).
ISO is a legal association, the members of which are the National Standards Bodies (NSBs)
of some 162 countries (organizations representing social and economic interests at the
international level), supported by a Central Secretariat based in Geneva, Switzerland.
ISO offers also the International Workshop Agreement (IWA) as a deliverable which aims to
bridge the gap between the activities of consortia and the formal process of standardization
represented by ISO and its national members. An important distinction is that the IWA is
developed by ISO workshops and fora, comprising only participants with direct interest, and
so it is not accorded the status of an International Standard.
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2. BUSINESS ENVIRONMENT OF THE ISO/TC
The following political, economic, technical, regulatory, legal and social dynamics describe
the business environment of the industry sector, products, materials, services, disciplines or
practices related to the scope of this ISO/TC, and they may significantly influence how the
relevant standards development processes are conducted and the content of the resulting
standards.
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of an organization. However, these Standards do not fully or adequately cover the distinct
topic of governance.
The result is that the current situation of ISO and non-ISO guidance may be confusing and/or
difficult to navigate.
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2.2.1 External indicators
There are several indicators that demonstrate the importance of having good governance
and analyzing the impacts of ‘bad’ governance, such as corruption and bribery. There are
limitations in terms of the data themselves but the number and depth of these reports
indicate the extent of the problem. ISO/TC309 will monitor and review these data sets and
update as appropriate.
Statistics from the Organization for Economic Co-operation and Development (OECD)
Data on the enforcement of the OECD Anti-bribery Convention
http://www.oecd.org/daf/anti-bribery/data-on-enforcement-of-the-anti-bribery-
convention.htm
OECD Foreign Bribery Report
http://www.oecd.org/daf/oecd-foreign-bribery-report-9789264226616-en.htm
This report endeavours to measure, and to describe, transnational corruption based on
data from the 427 foreign bribery cases that have been concluded since the entry into
force of the OECD Anti-Bribery Convention in 1999.
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Basel Anti-money Laundering Index (AML Index)
Set in the context of a shifting global business environment and changing stakeholder
expectations, ISO/TC 309 will produce and maintain a suite of outputs to help organizations of
any size and nature operating anywhere to pursue good governance practice.
This will enable governance decisions to be made in a transparent and accountable way,
with integrity, free from competing personal interests and informed by:
credible information and data;
taking account of stakeholder views;
considering ethical expectations;
compliance requirements; and
open and honest reporting and debate;
are more likely to result in acceptance by and support from stakeholders, resulting in
improved and more sustainable performance by an organization.
Sound decision-making increases the confidence of stakeholders in the organization, both in
terms of how it conducts its business and the outcomes of the decision-making process; and
will, on balance, produce better economic, organizational, societal and environmental
outcomes.
ISO/TC 309 will bring together through a respected, credible, consensus based approach,
key experts from around the world to distill in a simple and straightforward way the key
essential aspects of
accountability;
direction; and
control.
This will allow organizations to align with and build upon existing initiatives and thereby
reduce risk, increase trust and create space for optimum organizational performance.
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General
At a macro level expected benefits of the outputs of ISO/TC309 will include:
Support for economic growth and sustainability;
Support for the optimal use of resources;
Supporting and promoting social legitimacy of the organization;
Providing a better practical understanding of the relationship between
governance and management;
The ability to benchmark aspects of organizations;
Creating consistency in terminology and practice;
Adding value to the organization;
Supporting the viability of organizations;
Strengthening the responsiveness of the organization.
Accountability
By producing outputs that support this pillar of the scope of ISO/TC 309 benefits will
include:
Improved clarity of organizational roles;
Clearer sources of authority;
Clearer delegation of authority; and
Reduced public harm through clearer accountability.
Direction
Committee outputs will provide benefits through the second pillar of the scope of the
Committee by:
Promoting the purpose of organizations including the role of ethics;
Improving behavior of organizations;
Improving organizational stability;
Enhancing the viability of organizations.
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4. REPRESENTATION AND PARTICIPATION IN THE ISO/TC
4.1 Membership
Countries/ISO member bodies that are P and O members of the ISO committee –
http://www.iso.org/iso/iso_technical_committee?commid=6266703
Analysis
Based on the membership at 16th January 2018, membership of TC309 breaks down as
follows:
Geographical
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5. OBJECTIVES OF THE ISO/TC AND STRATEGIES FOR THEIR ACHIEVEMENT
Note: It is not intended for ISO/TC309 to have primary responsibility for specific topic areas
such as quality, environment, asset management, occupational health and safety, and
resilience which are the responsibility of other existing ISO committees.
Audience
a) Primary audience: Those who govern or are accountable for an organization, as
well as top management and those that are responsible for management
systems which support good governance, such as compliance, anti-bribery and
whistleblowing.
b) The deliverables can be used by a wide range of interested parties including all
organizational stakeholders such as owners, customers, regulators, employees
and so on.
5.2 Identified strategies to achieve the ISO/TC’s defined objectives
The Delivery Strategy required to achieve the objectives of ISO/TC 309 falls primarily into
three categories:
1. Communication and Engagement;
2. Project Management; and
3. Terminology Coordination.
This aspect of the strategy will include a Communications Plan that covers:
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a) The Committee’s primary audience so they understand the deliverables and their
intended use;
b) An analysis of the market operators, to encourage the use of the Committee’s
deliverables;
c) An analysis of ISO and other SDO’s and practice developers, to encourage
collaboration with the Committee;
d) An analysis of local practices to inform input requirements; and
e) Ongoing analysis of the relationship with the UN Sustainable Development
Goals (see 2.2.1.2 above).
Potentially the scope of work of ISO/TC 309 covers the areas represented within the graphic.
In this figure:
there is a clear delineation between “governance” and “management” – and how
the deliverables align to help guide an organization to achieve its purpose;
around rectangles, solid lines show published standards, dotted lines are standards
under development or potential examples of future topics;
projects shown outside the “Scope of ISO TC 309” are examples of projects that
already exist and of which ISO/TC 309 needs to be aware and – where possible
and practical – be aligned with.
The Project Management aspect of the Delivery Strategy will:
ensure a good understanding of whether other Committees within ISO are
addressing governance-related issues and how ISO/TC 309’s deliverables relate to
those issues;
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develop a process for assessing new proposals to ensure that they meet our
objectives;
design a roadmap of deliverables – including specific priorities and actions for each
of the clusters of work;
ensure effective and high-quality project management for all working groups and
sub-committees;
utilize electronic communications, where possible, to help minimize the need for
international travel.
This coordination will identify which committees should have a liaison representative. Liaison
representatives will either be actively involved (e.g. attend, brief them on our work), or be
‘report-only’ liaison representatives. Liaisons will;
support effective and high-quality project management for all working groups and
sub-committees;
utilize electronic communications, where possible, to help minimize the need for
international travel.
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A liaison review group, reporting to the Chairman’s Advisory Group, will assess and monitor
the activity of existing liaisons, explore the potential for new liaisons, both internal to ISO and
for external organizations (see 7 below).
Terminology Co-ordination
With so many ISO committees and ISO/TC 309 sub-committees covering aspects of
governance, there may be a variance in terminology used. ISO/TC309 will establish a Task
Group for Terminology Coordination (TGTC) responsible for monitoring the terms and
definitions used in its deliverables to ensure consistency, as well as provide guidance to
other ISO committees. The TGTC will have the role of coordinating with the other ISO/TC
309 WGs and establishing a process for managing terminology in TC309 – see 7 below.
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ISO/TC309 is a new technical committee and needs to be sensitive to the fact that governance is a
relatively new topic for some members and potential members. There will be differences in
approaches to governance however with the increasing global interconnectedness of countries,
communities and organizations, there is the potential for greater collaboration. Standardization in
this context can play a pivotal role in reducing instances of significant and unhelpful variations in
regulatory and legal structures.
Specific Interests
In common with other ISO committees, and indeed within ISO itself, there are some
stakeholder groups that have specific issues and challenges in relation to standardization
relating to governance issues. There will be a structure in place within ISO/TC309 to assist
those groups in addressing their issues.
Developing Countries
NMBs from developing countries may face a multitude of issues that could prevent them
from fully and actively participating in the work of ISO/TC309, including economic
disparities, rapid population changes, mass migration as a result of climate change and
war, social issues relating to poverty and unemployment and the after effects of natural
disasters, etc.
ISO/TC 309 will, therefore;
establish a “developing countries advisory group”;
encourage twinning relationships in its working groups and task groups;
liaise with ISO DEVCO to align its work with the ISO’s Action Plan for Developing
Countries 2016-2020
where appropriate investigate and/or support sources of funding to assist
developing country participation.
SMEs
Small and medium enterprises (often classified as organizations with up to 250
employees) face particular challenges in implementing standards in general, and may
face specific challenges in relation to the Committee deliverables in this new topic
area. The Committee will ensure that it properly addresses the issues facing SMEs.
Governance is increasingly seen as a means for organizations of all types and sizes
to determine purpose, set direction, and achieve that purpose. SMEs with good
governance have greater potential to realize their objectives.
Consumers
Through its COPOLCO group, ISO undertakes a range of activities to promote and
encourage consumer interests in standards. ISO/TC309 will engage with COPOLCO
as appropriate.
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7. STRUCTURE, CURRENT PROJECTS AND PUBLICATIONS OF THE ISO/TC
7.1 Structure
The overall structure of TC309 was agreed at the 3 rd meeting of TC309 in Shenzhen, China
with Terms of reference approved by TC 309 ballot in February 2018.
Subcommittee/Working Purpose
Group title
Working Group 1 Guidance for Established to develop ISO 37000 Guidance
the Governance of for the Governance of Organizations. Three
Organizations (WG1) year timeframe.
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necessary to take the next steps
consider post-publication issues relating
to ISO 19600:2014, in cooperation with
the TC309 AGCE.
Reference information
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Annex A
The number of current international guidance and advisory documents relating to governance
provide an indication the importance of the discipline. For example:
G20 OECD Principles
CIMA IFAC Enterprise Governance: Getting the Balance Right
ICGN Global Governance Principles
ACCA – Governance for all: The implementation challenge for SMEs
United Nations Convention against Corruption (UNCAC)
OECD, Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions and Related Documents
UNCTAD Guidance on Good Practices in Corporate Governance
CIPFA – International Framework Good Governance in the Public Sector
European Confederation of Directors Associations (ecoDA), Corporate governance
guidance and principles for unlisted companies in Europe
International Olympic Committee, Basic Universal Principles of Good Governance of
the Olympic and Sports Movement
Baltic Institute of Corporate Governance, 2013. Guidance on Board Effectiveness -
Handbook for State-Owned Enterprises (EE, LV, LT)
Baltic Institute of Corporate Governance, ecoDA, 2015. Corporate Governance
Guidance and Principles for Unlisted Companies in the Baltics
IFC Family Business Governance Handbook 2011.
IFC Corporate Governance Development Framework 2016.
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