Turnaround Governance Board (CGB)

Please note that the information on this page is provisional until the certification programme has been officially established.

Appointment of the Turnaround Governance Board and its subcommittees

At least 50% plus one member of the Turnaround Governance Board will be TMA-SA members complying with the membership requirements listed in the column to the left.

The board may not exceed fifteen (15) members.

Each CGB member shall be elected to a one, two, or three year term.

In order to demonstrate independence from potential undue influence, the CGB will not contain current TMA-SA's board members except for:

• A transition period to establish the Turnaround Governance Board and the certification programme.
• The CEO of the CGB, who will assume the role of the Certification Director on the TMA-SA's Board of Directors.

A firm may not have more than one representative on the TGB, with the exception a transition measure and with the approval of TMA.

The Turnaround Governance Board will consist of established leaders and respected individuals in the turnaround and business rescue fields such as turnaround professionals, workout lenders from banks, attorneys, and judges.  Additionally, other stakeholders in turnaround certification may also form part of the TGB as representatives from other constituencies.

All turnaround practitioners and advisors who are initial TGB members must agree to become certified as soon as feasible. 

The Board of TMA-SA appoints only the initial Turnaround Governance Board and its officers.

After the initial terms have elapsed, the Turnaround Governance Board become self-perpetuating by appointing its Chairperson (which will be a TMA-SA member) and Deputy Chairpersons, as well as new board members for the next year, provided 50% plus one of board members are TMA-SA members complying with the criteria in the column on the left.

The initial Turnaround Governance Board appoints its Standards and Academic Subcommittees.

Functions of the Turnaround Governance Board

• Administer the regulations of the Minister regarding business rescue practitioners, if appointed as the regulator.
• Define and administer standards of education, experience and professional conduct.
• Review and approve the format of all application and reference forms used.
• Determine whether an applicant has met standards for certification.
• Grant waivers or modifications of specific certification requirements for good causes.
• Hear and resolve complaints relating to a certified member's failure to maintain standards of professional performance.
• Decide all requests for reconsideration of denials of or revocations of certification.
• Review and approve or deny continuing professional education credit requests that fall outside normal established parameters.
• Annually review certified members who fail to meet requirements.

Reporting relationship with TMA and TMA-SA

The Turnaround Governance Board reports to the TMA-SA Board for administrative and information purposes only.  At no time, however, shall the TMA-SA Board of Directors create a conflict in independence of the credentialing process or a conflict with the established practices of the Turnaround Governance Board.

In order to ensure that worldwide standards are maintained for the CTP certification program, the Turnaround Governance Board of TMA-SA agrees to oversight by and direction from the Certification Oversight Committee of TMA International:

• For the CTP, CTP-D and CTP-DBR qualifications only.
• Not for the TP-C1, TP-C2, ATP and ATP-D qualifications.
• Not for matters relating to the regulation of business rescue practitioners.

It is not the intent of this oversight to be burdensome, but rather to ensure that the value and the meaning of the Certified Turnaround Professional qualification are consistent worldwide.   The credential issued locally signifies that the individual possesses the minimum level of competence necessary to become a Certified Turnaround Professional and as such is recognised globally for meeting the requirements established by TMA International.

How the Turnaround Governance Board (TGB) operates in practice

The Turnaround Governance Board meets twice a year in-person and 3-5 times a year via conference call to hear updates on certification numbers, and reports from the Education and Standards Subcommittees.  They review and approve all policies and procedures related to certification, etc.

By-laws of TMA-SA with regard to the Turnaround Governance Board (TGB)

Turnaround Governance Board - Creation and Purpose

The Board of Directors of TMA-SA shall appoint the initial TGB comprised of at least two-thirds TMA-SA members (under discussion with TMA-SA) to be known as the Turnaround Governance Board ("TGB").   The TGB shall organize and oversee the International Affiliate’s activities to: (a) encourage the certification of turnaround and other eligible corporate renewal professionals; (b) establish and maintain standards for individuals seeking certification as turnaround professionals, including standards for continuing education and periodic recertification; (c) conduct formal certification review courses, formal certification examinations, and continuing education of turnaround professionals; (d) upon the recommendation of the Standards Subcommittee, issue certificates to individuals meeting the standards established for turnaround professionals; and (e) establish and maintain a disciplinary mechanism for certified turnaround professionals.

The TGB will become a self-perpetuating committee following its initial year.

Initial Members

The initial TGB shall consist of at least seven, but not more than fifteen members (presently, we are in dialogue with TMA to reduce the minimum to five if necessary).  At least two-thirds of the members of the TGB shall be TMA-SA members, (presently, we are in dialogue to have only 50% TMA-SA members) and shall meet the following minimum criteria for membership:

• Two case studies of companies or organisations for which the prospective Board member has been engaged and has successfully completed turnarounds;
• Three letters of recommendations from clients other than the two cases;
• Three letters from others in the industry with which the prospective Board member has had direct dealing, such as bankers, attorneys, government officials, and so forth.   Such letters of recommendation should comment on the proposed Board member’s qualifications, skills and integrity;
• At least five years of consulting experience, of which three years have been in turnaround management or consulting, including legal and lender workout experience;
• A minimum of a bachelor’s degree or equivalent from a recognized university; or
• Ten years of consulting experience, of which at least three years have been in turnaround management or consulting; and
• Member in good standing of TMA-SA.

All turnaround practitioners and advisors who are initial TGB members shall strive to hold the Certified Turnaround Professional qualification (“CTP”), but are prohibited from taking the examinations while serving as a committee member.  Each initial TGB member shall be elected to a one, two, or three year term, and unless the number of TGB members is reduced as of the expiration of his or her term of office, each TGB member shall continue to serve until his or her successor is elected and qualified.  Terms of initial committee members should be staggered to allow rotation off the committee and varying intervals.  At the conclusion of the term members may elect to become a CTP, after which they may be nominated through the nominations process to again become a committee member should they so desire.  No initial TGB member may serve more than a single term if eligible for certification until certification is attained.  If the TGB expressly determines that it will be in the best interest of the TGB and TMA-SA for an initial TGB member to continue serving for more than a single term without being certified, the TGB may, by a two-thirds majority vote, elect that member to serve one or more additional successive terms.  Only one person employed by, holding an ownership interest in, or acting as a director, officer or other fiduciary position in, any business or other entity shall serve on the TGB at any one time.   If after election to the TGB, a TGB member becomes employed by, obtains an ownership interest in or begins acting as a director, officer or other fiduciary position in, a business or other entity one of whose other employees, owners, directors, officers or other fiduciaries is already a TGB member, then at the next TGB meeting, the TGB member most recently acquiring the status as employee, owner, director, officer or other fiduciary shall be deemed to have resigned as a TGB member unless, prior to such meeting, either the other TGB member shall have submitted his or her resignation from the TGB or his or her term shall have expired.

Established Members

Following the appointment of the initial TGB, the established TGB shall continue to consist of at least seven, but not more than fifteen members (under discussion with TMA).   As with the initial committee, at least two-thirds of the members of the TGB shall be TMA-SA members (under discussion with TMA).  The number and identity of the TGB members shall be fixed from time to time by the TGB members at a regular or special meeting called for that purpose; provided, however, the TGB members may not reduce their number so as to shorten the term of any then serving member.  All turnaround practitioners and advisors who are TGB members shall hold the Certified Turnaround Professional qualification (“CTP”).  Each TGB member shall be elected to a three year term, and unless the number of TGB members is reduced as of the expiration of his or her term of office, each TGB member shall continue to serve until his or her successor is elected and qualified.   No TGB member may serve more than two successive terms, except that (a) a member elected to fill the unexpired term of another member may serve for both the remainder of the unexpired term and for two successive additional terms, and (b) if the TGB expressly determines that it will be in the best interest of the TGB and the Association for a particular TGB member to continue serving for more than two successive terms, the CGTGBB may, by a two-thirds majority vote, elect that member to serve one or more additional successive terms.  Only one person employed by, holding an ownership interest in, or acting as a director, officer or other fiduciary position in, any business or other entity shall serve on the TGB at any one time.   If after election to the TGB a TGB member becomes employed by, obtains an ownership interest in or begins acting as a director, officer or other fiduciary position in, a business or other entity one of whose other employees, owners, directors, officers or other fiduciaries is already a TGB member, then at the next TGB meeting, the TGB member most recently acquiring the status as employee, owner, director, officer or other fiduciary shall be deemed to have resigned as a TGB member unless, prior to such meeting, either the other TGB member shall have submitted his or her resignation from the TGB or his or her term shall have expired.  

Officers

At a special meeting called each year, the TGB shall elect for the following year, a Chairperson, a CEO, any number of Chairpersons of Subcommittees, and a Secretary.   Each officer shall serve for a one year term or until his or her successor shall be elected and qualify.  The Chairperson of the TGB shall be an TMA-SA member and shall preside at meetings of the TGB.   The Chairperson of the CGTGBB, rather than any TGB subcommittee chairpersons, shall perform the duties of the CEO of the TGB if the CEO is absent or is otherwise unable to perform his or her duties as CEO.  The CEO of the TGB shall be an TMA-SA member, and, by virtue of his or her election as CEO of the TGB, be elected as the Chairperson of the Certification Subcommittee.   The CEO of the TGB shall, on a regular basis, provide TMA-SA's Board of Directors and TMA International’s Certification Oversight Committee with written status and progress reports. The CEO of the TGB shall, subject to the CGB’s direction and control, supervise and direct all of its activities to: (a) encourage the certification of turnaround and other eligible corporate renewal professionals; (b) establish and maintain standards for individuals seeking certification as turnaround professionals, including standards for continuing education and periodic recertification; (c) conduct certification review courses, formal certification examinations, and continuing education of turnaround professionals; (d) upon the recommendation of the Standards Subcommittee, issue certificates to individuals meeting the standards established for turnaround professionals; and (e) establish and maintain a disciplinary mechanism for certified turnaround professionals.   The CEO of the TGB shall preside at meetings of the CGB if the Chairperson is absent or is otherwise unable to perform his or her duties as Chairperson. The Subcommittee Chairpersons shall assist the CEO in the discharge of such duties of the CEO as the CEO may direct and shall perform such other duties as may be assigned from time to time by the CEO or the TGB.   In all cases, the Chairperson of the Standards Subcommittee and the chairperson of the Academic Subcommittee shall be members of the TGB.  The Secretary shall keep minutes of the meetings of the TGB in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with applicable law, these bylaws and any internal rules the TGB may adopt; shall be the custodian of the TGB’s records; shall keep a record of the mailing address of each TGB member and officer; shall have charge of the registry of all persons holding current certificates as Turnaround Professionals and of all persons whose certificates have lapsed or been revoked; and, in general, perform all duties customarily incident to the office of the Secretary, and such other duties as may be assigned from time to time by the President or the TGB.

Removal

A TGB member or officer may be removed by a vote of two-thirds of the other TGB members at a special meeting called for that purpose.

Vacancies 

The TGB members may at an annual meeting or a special meeting called for that purpose elect a successor member or officer to fill the unexpired term of a TGB member officer who dies, resigns or otherwise ceases to serve during his or her term.  

Certification and Certificates

The TGB may, on the recommendation of the Standards Subcommittee, issue certificates to applicants who fulfil the prerequisites for and receive a passing score on the TGB’s certification examinations, and shall prescribe procedures for the issuance and revocation of the certification.

Subcommittees

The TGB shall create and maintain a Standards Subcommittee and an Academic Subcommittee, each of which shall include as subcommittee members, the CEO of the TGB, and such other TGB members as the TGB from time to time determines.   At least two-thirds of the members of all subcommittees shall be TMA-SA members.   All turnaround practitioners and advisors serving on any subcommittee shall strive to hold the Certified Turnaround Professional qualification (“CTP”). 

The Standards Subcommittee shall review and approve, reject or defer the applications of all applicants for certification, and review questions as to certification, in accordance with such rules and regulations relating to granting and maintaining certification as the TGB may adopt.

The Standards Subcommittee shall also establish and maintain ethical and other professional standards for certified turnaround professionals, shall have the authority to investigate confidentially any allegation that a certified turnaround professional has violated the standards so established, and to implement confidentially appropriate disciplinary measures against turnaround professionals found to have violated those standards.

The Academic Subcommittee shall prepare for approval by the TGB a body of knowledge required for certification, prepare, administer and score certification examinations, and administer the continuing education and recertification programs, and also shall have oversight over the chairpersons of the Academic Subcommittee.

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TMA-SA members representing 50% plus one of the Turnaround Governance Board must comply with the following:

• Two case studies of companies or organisations for which the prospective Board member has been engaged and has successfully completed turnarounds;
• Three letters of recommendations from clients other than the two cases;
• Three letters from others in the industry with which the prospective Board member has had direct dealing, such as bankers, attorneys, government officials, and so forth.   Such letters of recommendation should comment on the proposed Board member’s qualifications, skills and integrity.
• A bachelor’s degree from an accredited university or at least ten (10) years of experience in executive or senior management, interim management, consulting, loan workout/restructuring, or in the legal or accounting professions or as a business rescue practitioner.
• A minimum of five (5) years of experience as listed above, three (3) years of which must be in turnaround, 2/3 of which must be with regard to companies suffering financial distress or in a financial crisis.
• Member in good standing of TMA-SA.