Hollard Insurance has ensured it maintains good governance practice and is risk aversion compliant with its foresight in recognising escrow as a low-cost tool for managing ICT based operational risk.
Trading since 1980, Hollard Insurance is the largest private insurance company in South Africa and offers both short-term insurance and life insurance services. With offices in Mozambique, Ghana, Namibia, Botswana, the UK, India, Pakistan and Australia, over 1300 staff members provide a wide range of insurance products and services to more than 6-million policyholders locally and abroad.
The key issue for companies such as Hollard is the question ‘what are our annual revenues that are dependent upon technology platforms over which we have no control?’ and the Prestasi/Dexdata debacle is an excellent reminder as to why ICT operational risk measures need diligent attention.
Two years ago, Hollard Select Brokers MD, Craig Shorter recognised the need to protect strategic Hollard interests and investments in select broker and partner companies and appointed Escrow Europe to develop ICT operational risk management standards for the company. These interests and investments are valued at many millions of Rands and are mission critical to their business.
"A significant part of our risk is technology based and is not covered by Commercial and D&O policies," says Shorter, "which means that our directors and officers could be liable in their personal capacities for events over which they have limited or no control.
"Seeing that certain select broker partners had migrated at considerable effort and cost to the Genasys CO1/SKi software platform and had become entirely dependent on this software to run their businesses, the operational risk associated with this was something that Hollard could not afford to ignore."
Many companies rely on software vendors for the maintenance and support of ICT infrastructure on which their mission critical business processes and functions absolutely depend, there is a need to ensure that such dependence is properly underwritten and this is where escrow agreements come in.
An active escrow arrangement is typically the only way whereby access to maintainable information systems, by the software end-user, can be guaranteed irrespective of the stability or commercial status of the software supplier and if certain predefined commitments such as warranty, support and maintenance are not honoured.
Escrow Europe stands out from other escrow agents because it concentrates entirely on active escrow, in other words, escrows including both compulsory verification of every deposit and tracking of updates and new releases thereby safe guarding the quality of the deposits.
Hollard has avoided the passive escrow trap, as most escrow agreements in South Africa are passive, meaning there is no guarantee that the source code released by the agent will be usable. In fact, technical verification of deposit material reveals that up to 90% of software held under passive escrow would be of little or no use when released.
"Escrow arrangements are becoming a global trend as a means to protect an organisation's interests and investments in mission critical ICT," explains Escrow Europe MD Andrew Stekhoven, "not so much in the event that the supplier fails, but in the event that the supplier succeeds in selling out to a larger ICT supplier that has an agenda that is not in keeping with the interests of the ICT end-user organisation concerned.
"For example, one of the stickiest issues of Oracle’s agreement to buy CRM firm Siebel was continued customer support."
Continues Shorter: "In the event that one of our software vendors is not available to fix a problem that, say, prevented debit order runs, bordereaux reporting etc, the select broker or partner’s business would be severely compromised. In fact, if this condition prevailed, the select broker partners could run the risk of going out of business.
"For Hollard, the negative impact would be major – such a condition facing one Hollard Select Broker or partners business would effect all that use that particular software platform. The consequences for Hollard associated with HSBrokers not being able to do business are far reaching.
"To protect Hollard interests and investments we understood that the escrow arrangement is a low cost but key portion of the Hollard business continuity plan and is a recommended standard for all HSB’s and Partners using the SKi platform to run their businesses."
Locally-based Genasys Technologies, developer of the SKi management and customer information system specifically designed for the short term insurance industry, is just one development company that has signed an active software escrow agreement to comply with good corporate governance practice and provide current and future customers with peace of mind regarding the continuity of their businesses.
Genasys MD Steve Symes says: "'Today, companies need to be able to 'tick off' good governance, as well as contain basic risk exposure such as reliance on the use of intellectual property that they do not own. By entering into an agreement with Escrow Europe, we are demonstrating our commitment to assisting both existing and potential customers meet their corporate governance requirements as well as streamlining the process for them."
Genasys, too, appreciates that it will benefit from the agreement. Because it already has active escrow in place, it hopes to avoid unnecessary discussion and shorten sales negotiations in the future. The deposit in terms of the agreement is legal proof of its copyright and is an extra safeguard – should a critical technical employee unexpectedly cease to work for Genasys, it will hold a complete, documented back-up of the accrued knowledge.
Escrow Europe is the only BEE certified provider of active software escrow in South Africa and has put in place place over 20 active escrow agreements over the past few months, including those for Business Connexion, Ellerines, Hollard Select Brokers, Natsure, Santam, and South African Express Airways and Vodacom. It is continuing to work with Hollard Insurance to secure their other software platforms that the business depends upon.
The Institute of Risk Management of South Africa (IRMSA) has recognised Escrow Europe’s role in assisting South African companies manage their mission critical business risks and named the company as the recipient of the Best Small Business Initiative Related to Risk Management Award for 2007 at its annual conference.