Insights

Board of directors role guide

Top considerations for Indian boards

The principal role of the board of directors – as representatives of the shareholders, is to oversee the function of the organization and ensure that it continues to operate in the best interests of all stakeholders. Given the complexity of today’s organizations, that is no simple or straightforward task. Today, board effectiveness is a key performance driver of the Indian companies.

With expectations of them continuing to increase, boards can take several actions to govern more effectively. Indian boards must move away from being a rubber stamp to being a strategic asset for the company. They need to set the tone from top in promoting a transparent culture that promotes effective dialogues among the directors, senior management, and various function and risk managers. Boards should look beyond the ‘old boy network’ and select directors with individual areas of expertise, and invest on an ongoing basis on their formal and informal education. Independent directors should significantly contribute to the functioning of the board through requisite understanding of the company and the business. Boards must take a hard look at its own performance evaluation and enable continuous feedback and communication cycle.

Effective boards build capabilities within themselves and their organizations that allow them to do both, protect existing assets (compliance role), as well as, manage threats to future growth (strategy oversight role). This section of the site includes a range of useful publications relating to improving the effectiveness of the board.

Key Issues Faced by Directors

The ongoing economic uncertainty increases risk for many organizations. Directors may feel corporate governance in the current environment consists mostly of deciding what fire to put out first. Effective governance, however, must find a way to identify and tackle all these fires at once. This briefing discusses some of the key issues facing organizations today, to help boards through these vitally important challenges.

Board Leadership Services

As Indian companies experience a changing regulatory landscape, rapid growth and international expansion, they should look to adopt prudent measures to safeguard shareholder interests. The centre facilitates a range of assessment services to help corporate boards and their sub-committees in gauging their performance and effectiveness.

Evaluating Board Performance - Why and How to Review the Board?

The dynamic forces of globalization, technology, and demographics and a difficult economic climate have converged to dramatically reshape the world of commerce. The document discusses how today’s boards can meet the challenges of the rapidly changing business environment by bringing together some dynamic forces of their own — the “ABCs of corporate governance.”

Candour in the Cockpit - The Board Re-invented

The board, Reinvented: Ineffective boards today represent the biggest risk to their organizations, but those boards that are prepared to change the culture can transform this risk into phenomenal opportunity. The document describes various ways to reinvent the board of directors as a strategic asset for the organization.

 

Setting the Strategy: Board's Involvement

The attached presentation is a gist of the talk delivered by Michael Reynor, Distinguished Fellow in Deloitte Research, Deloitte LLP and the author of ‘The Strategy Paradox’.

A Sixfold Approach to Risk Intelligent Governance

Deloitte’s Risk Intelligence Map is a tool used by management as an illustration of the various risk categories and specific risks an organization may manage. As part of the enterprise-wide risks identified there is a category of governance risks which the board is ultimately responsible for identifying and managing. The Risk Intelligence Map – Board Level is a tool for the board and includes examples of board-level risk governance categories and specific subcategory risks that the board may wish to manage and oversee.

Center for Corporate Governance - Board Leadership Services

Despite evidence that corporate leaders have been aware of the seriousness of reputational threats for some time, a number of companies have only recently begun to take action. This publication has been developed in collaboration with RiiЯ Ltd., a firm specializing in managing risk to reputation issues for businesses and other organizations. It contains ideas and concepts from RiiЯ and Deloitte.

Risk Intelligence Map for the Board of Directors

This paper is written for boards of directors and senior executives – the people responsible, in their capacity as strategic leaders, for identifying and responding to the killer risks and game-changing opportunities that face an enterprise. In this paper, we discuss why boards and directors often suffer from an incomplete understanding of strategic risk – and what they can do to avoid being blindsided by the unexpected.

M&A Lies and Why They Are Sometimes True

M&A Lies takes a hard look at how companies approach transactions today. What you’ll learn is that some things that sound totally outrageous can turn out to be true. And things that seem like sure bets can be dangerously wrong. The big trick is to understand which are which.

The Two Faces of Risk - Taking Intelligent Risks

Organizations that are most effective and efficient in managing risks to both existing assets and to future growth will, in the long run, outperform those that are less so. We call these two faces of risk: “rewarded risk” and “unrewarded risk”. This document elaborates first few paces that put companies on the path to risk intelligence.

Risk Intelligent Governance: A practical guide for boards

This publication advises boards on their risk oversight responsibilities by providing six areas of focus and action-oriented steps, questions for management, and tools that may help the board implement improvements in each area.

Aftershock - Adjusting to the New World of Risk Management

This publication captures the findings from a survey of 192 U.S. executives conducted by Deloitte and Forbes Insights in 2012. The survey finds that post the latest global economic crisis, companies are still operating in a volatile, highly changeable risk environment and they are still working hard to make sense of this environment. A stunning 91% plan to reorganize and reprioritize their approaches to risk management in some form in the coming three years.

Sustainability Risks and Opportunities Report

This report explains how today’s sustainability risks and opportunities should affect corporate decisions.

Putting Risk in the Comfort Zone: Nine Principles for Risk Intelligent Enterprises

This paper explains the nine fundamental principles in the ambit of governance, infrastructure and risk ownership which will in the long run aid enterprises in their drive to become risk intelligent.

Ethics and Compliance - A Value Based Approach

Recent incidents of corporate frauds in India have raised the ante for ethical behavior and effective enterprise wide compliance programs companies and their leadership that adhere both to the letter and the spirit of the law may realize substantial benefits. This paper discusses our five-phase approach for assisting you in creating or enhancing an ethics and compliance program.

Ethics and Compliance - 10 Questions that Boards should ask

An effective ethics and compliance program requires senior management involvement, organization wide commitment, an effective communications system, and an ongoing monitoring system. This paper present ten question that aid in assessing whether the elements of an effective ethics and compliance program are present.

Suggested Guidelines for Writing a Code of Conduct

A value-based approach to ethics and compliance states clearly and concisely the company’s expectations, outlines acceptable behaviors, and presents viable options for asking questions and voicing concerns. This document recommends elements that may be included in the code of conduct documents and risk issues which may be addressed in the company’s code.

Board Orientation Template

The needs of a board orientation program will vary based on industry factors, regulatory requirements, knowledge of board members, and company specifics, among other things. Thus, it is impossible to design a single, comprehensive board orientation program that would be appropriate for all companies. However, there are various items that may be included. This tool provides a list of potential topics that may be included.

Performance Evaluation of Boards and Directors

One of the important new requirements mandated by the Companies Act 2013 is Board, Committee and Directors evaluations. The document reviews these as well as some global requirements on evaluations and provides guidance in terms of key assessment factors, process to be followed and key considerations to keep in mind while performing evaluations.

On the board’s agenda - June 2015

On the board’s agenda is a new series of articles that will share insights on how boards can move their organizations forward, both cohesively and successfully, while facing the challenges of today. This edition focuses on the board’s role with regards to talent. This article delves into our experts’ views on topics such as the board’s role in succession planning, the need for a Human Resource Appetite Statement, the constant evolution of technology, and the demographics of the workforce.

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