Posts Tagged 'Deloitte'

Shareholder Activism: How Will You Respond?

by Bob Lamm and Chris Ruggeri for The Wall Street Journal

If it seems like activist investors have had a more visible and powerful presence over the last few years, it’s because they have. Just under three-quarters of public company CFOs say they have experienced some form of shareholder activism—most often in the form of communication with management or the board, and sometimes in the form of proposals that have gone directly to shareholders, according to the results of Deloitte’s first-quarter 2015 CFO Signals™survey of nearly 100 CFOs of large North American companies. Moreover, about half say they have made at least one major business change specifically because of shareholder activism (share repurchases, leadership changes and divestures being the most common).¹

The trend also shows no signs of abating. In the wake of the financial crisis, Dodd-Frank and Say-on-Pay votes, shareholders have become more assertive in expressing what they want from the companies they invest in. And for CFOs, this new dynamic between public companies and shareholders presents an evolution in corporate governance that may need to be addressed.

There are several steps that CFOs can take to prepare their companies to manage increasingly vocal and influential investors. In this excerpt from CFO Insights, Bob Lamm, senior advisor, Center for Corporate Governance, Deloitte LLP, and Chris Ruggeri, principal; U.S. M&A leader, Deloitte Transaction and Business Analytics LLP, discuss how finance chiefs can identify and address company financial issues that could attract activist attention; why a more proactive engagement with the investment community is needed long before an activist campaign begins; and what some of the key components of a playbook are for responding to an activist campaign. Read more here.

Guidelines for Establishing Board-level Risk Committees

Risk & Compliance Journal, Deloitte, May1 2013

Although many large bank holding companies already have board-level risk committees, they will likely become even more prevalent with rule-making set in play under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Under Dodd-Frank, the Federal Reserve has been given the task of issuing new rules. The parameters of these new rules include requiring certain large banks to establish a board risk committee with a formal written charter approved by the company’s board of directors.

“There was a recognition that traditional risk and certain aspects of governance models had their shortcomings,” says Henry Ristuccia, partner, Deloitte & Touche LLP, and and global leader, Governance, Risk and Compliance Services, Deloitte Touche Tohmatsu Limited.  “So the intent is to clarify that a different approach is needed, a different structure to bring a focus on risk at the board level, and that is what Dodd-Frank is recommending.” U.S. banks and bank holding companies with greater than $50 billion in assets, those with greater than $10 billion in assets and that are publicly traded and certain other non-bank financial companies designated as systemically important would be subject to the rules requiring a risk committee and a charter.

The risk committee charter would be among a board’s main tools for disclosing its approach to risk oversight. In writing the charter, the board and the risk committee will determine the risk committee’s role in risk governance. As public documents, board committee charters specify the committee’s responsibilities and how it carries them out. The risk committee charter discloses the board’s involvement in, and approach to, risk oversight, the committee’s relationship to the Chief Risk Officer (CRO) and to management’s risk committee and other elements of risk oversight. Continue reading…

Integrity in the boardroom: What does it really mean?

03/2013 Deloitte

Integrity is critical to an organization’s culture and a requirement for effective dynamics in the boardroom. In view of recent headlines, a valid question is: What is integrity? Merriam-Webster defines integrity as “firm adherence to a code of especially moral or artistic values.” This, in turn, raises the question: Whose values? Mine? The organization’s? Society’s? All of these?

An effective board is concerned about integrity inside and outside the boardroom. It leads by example. The board plays a role in working with the CEO to help set the ethical tenor for the organization. It also promotes and monitors compliance with laws, regulations, and organizational policies. Integrity in the boardroom is based on factors such as organizational values, the need to uphold the board’s fiduciary responsibilities, and a willingness to be accountable.

A commitment to performance with integrity is widely recognized as a “must have” in organizations, yet many people and organizations struggle to put this ideal into practice. Board governance structures and practices should promote a corporate culture of integrity and ethics, coupled with corporate, environmental, and social responsibility. The board should help to build trust and long-term relationships with shareholders, customers, regulators, and employees.

The board’s role in maintaining integrity includes working with the CEO to establish the right tone at the top, understanding compliance requirements, and establishing expectations for senior management, which then cascade to the entire organization. In addition, the board holds senior management accountable for meeting such expectations…Continue reading

Hot Topics 2012 Proxy season: Looking ahead to 2013

Corporate Governance Monthly, Deloitte

Recent governance trends were highlighted in the December 5 Deloitte Dbriefs  webcast titled “2012 Proxy Season Observations: Looking Ahead to the 2013 Season.”  The session was hosted by Donna Epps, a partner at Deloitte Financial Advisory Services LLP.

Participants heard insights from Francis Byrd, principal of Byrd Governance; Darla Stuckey, senior vice president of the Society of Corporate Secretaries and Governance Professionals; and Maureen Errity of Deloitte LLP, director of Deloitte’s Center for Corporate Governance. They addressed a number of developments in corporate governance, including shareholder proposals related to proxy access, board composition and diversity, board classification, leadership structure, and others. The type and number of shareholder proposals have been relatively consistent year over year (369 proposals voted on in 2011 compared to 366 in 2012).

Although many proposals voted on do not pass, there was been a slight increase in the number of proposals that have passed in the governance board/voting structure area (54 in 2011 and 72 in 2012) This year, there has also been a lot of attention this year on lobbying and political contributions, perhaps due to the recent national elections. The panelists agreed that looking ahead to 2013, there are likely to be about the same, if not fewer, proxy proposals submitted, with a potential increase in proxy access proposals…Continue reading

Women in the Boardroom: A Global Perspective

published by Boardmember, March 18th, 2011.

Deloitte Touche Tohmatsu Limited (DTTL) has released a report from the Deloitte Global Center for Corporate Governance titled, “Women in the boardroom: A global perspective.” The report, among the most comprehensive conducted on boardroom diversity, examines the pursuit of gender parity in boardrooms around the world and provides an overview of legal and regulatory initiatives under way in 12* countries, from Australia to Belgium to the United States. To make sense of the myriad viewpoints on how organizations can encourage more points of view in the boardroom, the Deloitte Global Center for Corporate Governance report incorporates unique views from three prominent directors from around the world. Each director shares her thoughts on best practices for increasing boardroom diversity as well as the effectiveness of quotas.

Download a copy of the white paper to learn how a number of countries around the world are dealing with the issue by introducing legislation, or are in various stages of talking about doing so, to require quotas—or minimum numbers of women—to serve on publicly listed companies’ boards of directors.

*Countries profiled: Australia, Belgium, Canada, France, Germany, Italy, Netherlands, New Zealand, Norway, Spain, United Kingdom, United States

UAE CFOs believe narrative reports would be improved by the inclusion of external auditor opinion

By Financial Aid webpage, October 31, 2010.

Thе growing complexity οf rules аnd standards is at risk οf seriously limiting thе usefulness οf narrative reporting, warns a major new global report frοm ACCA (thе Association οf Chartered Certified Accountants) аnd Deloitte.

Hitting thе notes, but whаt’s thе tune? collates thе opinions οf ѕοmе 230 chief financial officers іn listed companies across nine countries on thе current challenges аnd future shape οf narrative reporting іn annual reports.

Thе report finds that thе divergent needs οf shareholders аnd regulators are leading to overly-complicated аnd compliance orientated reports.

Abbas Ali Mirza, Audit Partner at Deloitte іn thе Middle East, ехрlаіnѕ: “Companies are trying to serve two masters at thе same time.  they want to inform shareholders οf whаt is happening іn thе business.  they need to satisfy regulators bу meeting all thе disclosure rules.  to achieve succinctly аnd simultaneously both outcomes іn thе same report is a major challenge.”

Helen Brand, ACCA’s chief executive says: “Even before thе global financial crisis, qυеѕtіοnѕ wеrе being raised аbουt thе validity οf current corporate reporting. Aѕ our report finds, increasingly voluminous аnd complex regulatory requirements are seeing thе ѕtοrу οf business performance drowned out bу a mountain οf detail.” (read more)


Survey measures attitudes on corporate governance

by SmartBrief, January 13, 2010.

Corporate boards of directors faced more scrutiny following the 2008 market decline than they did in previous downturns, according to recently released extensive survey. The 2009 Directorship/Deloitte survey, in conjunction with Korn/Ferry International, is aimed at assessing differing views of select groups on corporate governance. The survey examined both executive and Main Street attitudes on topics including board duties and compensation, board responsibilities, opinion of board directors and CEOs, the economic crisis and director and CEO compensation…(continue reading)

Norwegian Corporate Governance Board (NUES) Awards The Prize For The Best Report On Corporate Governance In 2008 Annual Reports to DnB NOR ASA

by Mondo Visione, October 21, 2009.

The Norwegian Corporate Governance Board – NUES (Norsk Utvalg for Eierstyring og Selskapsledelse) – awards a prize every autumn to the company listed on Oslo Børs that the Board wishes to recognise for the quality its report on corporate governance in the previous year’s annual report. The purpose of the prize is to create a greater awareness of corporate governance in general, and to promote the Norwegian Code of Practice for Corporate Governance in particular. NUES also hopes that the award of an annual prize will serve to inspire listed companies that are looking to improve their corporate governance reporting.

NUES is supported in its work on identifying candidates for the prize by the accounting firms Deloitte, Ernst & Young, KPMG, BDO Noraudit and PricewaterhouseCoopers, all of which put forward companies for consideration. On the basis of the input provided by these firms, NUES has evaluated which company should receive this year’s prize. The Board was assisted in its evaluation of this year’s candidates by Finn Berg Jacobsen of BA-HR, and Arthur Sletteberg of Ferd AS.

In awarding the prize, the Board has paid particular attention to the following factors:

  1. How well the board of directors has complied with the Norwegian Code of Practice for Corporate Governance which states at Section 1 that: “The board of directors must provide a report on the company’s corporate governance in the annual report. The report must cover every section of the Code of Practice. If the company does not fully comply with this Code of Practice, this must be explained in the report.”

  2. The extent to which the overall presentation of the report helps shareholders and other parties to evaluate the company’s compliance with the principles of good corporate governance…(continue reading)

Costa Rica tendrá instituto de gobierno corporativo

por Esteban Ramírez, para en Deloitte, Setiembre 19, 2009.

La Bolsa Nacional de Valores (BNV), junto a un grupo de cámaras empresariales y asociaciones profesionales, trabajan en la creación del Instituto de Gobierno Corporativo, en Costa Rica.

El objetivo es que esta institución sirva como punto de enfoque para todas aquellas organizaciones públicas y privadas interesadas en el tema del gobierno corporativo.

Matthew Sullivan, director del Mercado Alternativa para Acciones (Mapa) –de la Bolsa Nacional de Valores–y presidente de la junta directiva de Instituto, comentó que los estatutos de la entidad fueron aprobados la semana pasada .

Se espera que en los próximos días quede formalizado el registro de la institución. En el marco de su lanzamiento se tiene prevista la primera charla abierta al público, el próximo 3 de setiembre , sobre los 10 retos principales de las empresas familiares…(continúe leyendo)

Deloitte launches center for corporate governance

by DNA, October 7, 2009.

Mumbai: Deloitte today announced the launch of its Center for Corporate Governance, which would help promote dialogue in the critical areas of corporate governance among industry bodies, companies, their board ofdirectors and senior management, among others.

As a part of its global initiative, the Center is aimed to be a resource that would offer a large and diverse collection of governance tools, resources and thought leadership of interest to the Board, audit committee members, and others, a press release issued here said…(continue reading)

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