Governance Renta Solutions NV/SA V 2.1 May 2016 Governance_1.pdf · Car brand dealers Car brands ... owner, project manager, project steering board, ITC, FC and development team)

Governance Renta Solutions NV/SA

V 2.1 – May 2016

Contents

1. Lexicon p. 3

2. Platform focused Governance p. 5

3. Platform Life-cycle p. 7

4. Empowerment of members of Boards, Committees & Meetings p.12

5. Renta Solutions Governance p.13

6. Roles & Responsibilities of the Boards p.15

7. Roles & responsibilities of the Committees p.18

8. Decision tables p.21

9. Roles & Responsibilities for each project p.28

© Renta Solutions 2/28

1. Lexicon

• FC Functional Committee

• ITC IT Committee

• BoD Board of Directors

• PCB Product Change Board

• PSB Project Steering Board

• rS Renta Solutions NV/SA

• SC Sounding Committee

ROLES • A Accountable • R Responsible (Decide) • C Consulted • I Informed


1. Lexicon

• FMS Fines Management Services

• LAC Lease@Car

• MRT Maintenance Repair Tires

• MRTc Maintenance Repair Tires Connect (link with DMS)

• ORD Order Register Deliver

• REI Renta Electronic Invoice

• RUM Registered User Management


rS is organised around specific platforms like FMS, LAC, MRT, MRTc, ORD, REI, RUM ... with a series of different stakeholders (key users, users, data suppliers)

Key Users Users Data Suppliers

Operational Lease Companies

Car brand dealers Car brands

Lease Companies Tyre Centers Tyre Brands

Rental Companies Tyre Groups

Other key users Other users Other data suppliers


2.1 The “platform focused governance model” implies that …

The organisation of rS is structured to support the full lifecycle of ICT Platforms. Marketing & Sales, Procurement, HR, Operations Management and all Services concerned are delivered in this way for all Platforms.

IT Platform

Marketing & Sales

Procurement HR Operations Management

Services

FMS x x x x x

LAC x x x x x

MRT x x x x x

MRTc x x x x x

ORD x x x x x

REI x x x x x

RUM x x x x x


2.2 The specific governance of IC-platforms

Idea Tender Project Product/Platform End of Life


3. Platform lifecycle

1. An idea of a new platform is accepted by the BoD after consultation of the SC. 2. BoD will communicate the acceptation to the SC. 3. BoD will organise a tender. 4. ITC and FC will provide advice concerning the offer based on the tender. 5. The scorecard of the project shall be validated by the BoD resulting

in a final selection. 6. The BoD will appoint the vendor positioning the best offer. 7. The project phase will start with a kick off and ends with a close. 8. The product phase starts with a hand over and an acceptation. 9. The product phase comes to an end after a decision of the BoD

with the notification of an end of life moment.

3.1 A new platform idea

• A new platform idea is launched (e.g. in the Sounding Committee)

• A new idea has to be reported in writing to BoD

• BoD will answer to the initiator(s) in writing within 3 months


3.2 Tender initiation

1. BoD will appoint a specific ITC for the follow up of the new idea.

2. BoD will make up a short list of vendors.

3. BoD will make up a business case.

4. BoD will define and validate a tender score card.

5. The answers to the tender are reviewed by the ITC.

6. BoD will decide based on the minimal business case if the platform-idea is accepted.

7. BoD will appoint the most appropriate vendor.

8. BoD will aboard a contract for the concerned platform.

9. BoD defines the project chairmansponsor, product owner, project manager, the members of the project steering board and appoints the members of the project FC and the project ITC.


3.3 Project execution

1. The project is started with a formal kick off in which the project organisation and ways of working are explained.

2. During the project, the project steering board acts on budget, time and risk within their mandate. Escalation to BoD is possible.

3. BoD will decide the product price setting.

4. BoD will communicate on the platform in construction in the SC.

5. At the end of the project (following a successful User Acceptance Test UAT/LIVE Test), the project organisation (project chairman, project owner, project manager, project steering board, ITC, FC and development team) are formally released from their duties.


3.4 Platform in “production” = application or product

1. At the start of the in production phase, a formal handover is organised by the BoD from the project teams to the rS organisation in charge for products.

2. During the platform in production phase, the PCB is responsible for handling changes that are collected via various channels (helpdesk and incident management procedures, user requests via SC) within their mandate. If required, escalation is possible to the BoD.

3. When a platform is considered end of life and needs full replacement (e.g. in a new technology), a tendering procedure will be initiated by the BoD.


4. Empowerment of members of boards, committees & meetings

Governance Body

Description Power

board Created with a specific mandate that is able to make decisions within the scope of the mandate. Escalation rules exist to coop with decisions outside the mandate

Take decisions

committee Created with a specific task to investigate or to advice on a topic or function

Formulate advice

meeting Event that aims at providing information from rS towards the stakeholders group (or subset)

None


5.1 Renta Solutions Governance

General Assembly

Presidents of both Renta and Renta Support

Board of Directors

Renta Solutions nv/sa

© Renta Solutions 13

5.2 Renta Solutions Governance

Board of Directors

Sounding Committee

Product Change Board

Project Steering Board

Project

IT Committee ITC

Project

Functional Committee

FC


6.1 Roles & Responsibilities of the “Boards”

Body Role & Responsibilities

Board of Directors

- Take all decisions necessary regarding the execution of the strategy and to ensure the smooth running of daily operations at rS

Project Steering Board - Take decisions within mandate on budget, timing and risk management of individual projects

- Decide on project architecture, resource management and test management

- The mandate for the project steering board is a budget < 105 % of the validated business case


- Support change management process by approving requested changes and assisting in the assessment and prioritisation of changes within mandate concerning all platforms in their production phase

- The mandate for the PCB is determined at € 100 K per calendar year


6.2 Participants in the “Boards”

Body Participants Max # of participants

Board of Directors

- Pietro Avanzini - Jan Deknuydt - Henri Jeandarme (president) - Michel Van den Broeck (managing

director) - Tom Nuyts

5


- Project Chairman = President - (future) Product Owner - Project Manager - Vendor (max 2 persons / vendor)

Appointed by BoD


- President - Members

Defined


6.3 Functional organisation of the “Boards”

Body Duration term

Voting process

Frequency

Minutes handed to

Board of Directors

6 years (till 25 Nov 2021)

Majority (min 2 present)

4-5 meetings/year BoD President Renta President Renta Support


Project duration until formal handover

Majority rule (vendor has no voting rights)

Define in project context

BoD PSB


18 months Actual mandate ends on 30 Jun 2016

Majority rule 4 meetings/year BoD PCB


7.1 Roles & Responsibilities of the Committees

Body Role & responsibilities

Sounding Committee - Customer relationship body in order to provide relevant input from the stakeholder companies towards rS on all subjects (e.g. legal, financial, technology, suggested retail prices,…)

ICT Committee ITC

- Provide advice on the proposed solutions in new ICT tenders

- Provide advice on ICT decisions in projects

Functional Committee FC

- Provide advice on the proposed solution in new ICT tenders

- Provide business and process knowledge from the leasing companies in the project phase


7.2 Participants in the “Committees”

Body Participants Max # of participants

Sounding Committee

- president or MD of BoD # - COO’s or equals from participating leasing companies

COO’s have the opportunity to invite maximum 2 managers from their company who are specialists depending on the agenda

ICT Committee Appointed by BoD 1 per participating company that has been appointed and signed the BLOI for the concerning platform


Appointed by BoD 2 per participating company that has been appointed and signed the BLOI for the concerning platform

# chairman


7.3 Functional organisation of the “Committees”

Body Duration term Voting process Meeting frequency

Minutes handed to

Sounding Committee

Defined by role in the own company

Majority rule 1 vote/ON/if present

At least 5 meetings / calendar year

• BoD • SC

ICT Committee

Duration of the tender process or project

Unanimous voting in tenders, majority voting in all other decisions

Defined per project

• BoD • PSB • ITC


Duration of the tender process or project

Unanimous voting in tenders, majority voting in all other decisions

Defined per project

• PSB • FC


8.1 Decision table for “strategic” decisions

Board of Directors

Sounding Committee


Define new business capability R C -

Validate business cases for new platforms

R C -

Change Commercial Strategy R C -

Define new platform R C -

Define fee for a platform R I -

Change the sourcing strategy R I C

Change the product strategy R C I

Change statutory elements R C -

Expansion outside BeLux R C -


8.2 Decision table for “strategic” decisions

Board of Directors

Sounding Committee

Review the financial statements R C

Assess the adequacy of procedures for reviewing financial information

R C

Approve and provide oversight wrt audit engagement

R C

Establish procedures for the receipt and treatment of complaints or concerns regarding accounting

R C

Request a loan at a financial institution

R I


8.3 Decision table for “project” delivery decisions

Board of Directors

Sounding Committee


Award tender contracts R C -

Contract negotiation & signing R I -

Appoint project organisation R - -

Decide on project business case < 105 %

A - R

Decide on project business case > 105 %

R I C

Decide on project scope < 105 % A - R

Decide on project scope > 105 % R I C

Decide on project resources A - R


ICT Committee


Award tender contract C C

Contract negotiation & signing - -

Appoint project organisation - -

Decide on project business case < 105 % - I

Decide on project business case > 105 % - I

Decide on project scope < 105 % - I

Decide on project scope > 105 % - I




Board of Directors

Sounding Committee


Define mitigation actions for project risk

A

-

R

Change priorities in the program planning

R

I

C

ICT Committee



Change priorities in the project program planning

-

- C


8.6 Decision table for “product” decisions

Board of Directors

Sounding Committee

Decide on product changes < €100 k/y (all products cumulated)

A

-

Decide on product changes > €100 k/y (all products cumulated)

R

I

Decide on suggested retail prices

R C


8.7 Decision table for “product” decisions


Decide on product changes < €100 k/y (all products cumulated)

R

Decide on product changes > €100 k/y (all products cumulated)

C


9. Roles & Responsibilities per project

Project Project Steering board Project Chairman

Project Manager

Project Owner

a Takes decisions within mandate on budget, time and risk management of the project

Owns the business case

Guides the scope, budget and timing

Takes timely decisions to move the project forward

b Decides on project architecture, resource management and test management

Governs project risk

Provides status reporting towards project sponsor and project steering board

Provides the link with business context and process

c The mandate for the Project Steering board is a budget < 105 % of the validated business case

Takes decision on escalation

Owns the architecture of the project

Sets priorities in the project backlog


Documents

Governance Renta Solutions NV/SA V 2.1 May 2016 Governance_1.pdf · Car brand dealers Car brands ... owner, project manager, project steering board, ITC, FC and development team)