On the board’s agenda

Organizational Culture: Recognizing signs of a toxic culture

Welcome to the new issue of On the board’s agenda, a publication where we focus on topical issues of importance to directors.

In this issue

Obtaining a clear understanding of an organization’s culture and mitigating its culture-related risks isn’t easy. James L. Goodfellow, a director of Canadian Tire Corporation and co-author of Integrity in the Spotlight: Audit Committees in a High Risk World and of Disclosure and Certification — What’s at Stake? and Vernoica Melian, Deloitte’s global CulturePath leader, examine the challenges organizations face when assessing their culture and its potential risks, such as:

• The culture spectrum – Organizational cultures can range from good to toxic. In this issue, we identify some warning signs of cultures at risk of becoming toxic.
• Cultural indicators –We identify some of the key organizational statistics and other sources of information that together can help provide organizations with a picture of their culture.

Considerations for the board – Boards have an important role to play in guiding their organizations’ culture. Learn some of the practices for directors to consider to ensure their oversight of culture is effective, and how they contribute to the organization’s “tone at the top.” Click here to begin learning how you can gain a clearer understanding of your organization’s culture. 

Governance in a multidimensional environment

For decades, organizations established subsidiaries to expand their operations, move into new markets, or protect themselves against risk. However, often times, companies pay little attention to their subsidiary governance practices that not only impact governance polices at the parent organization, but at their subsidiaries as well.

In this issue…

Olivia Kirtley, a non-executive director of U.S. Bancorp, Papa John’s International, and ResCare, Inc., and president of the International Federation of Accountants and Dan Konigsburg, Managing Director, Global Center for Corporate Governance, Deloitte Touche Tohmatsu Limited, examine the multidimensional environment of subsidiary governance and highlight leading practices organizations are taking to better align the governance of parents and their subsidiaries.

Effective anti-fraud and anti-corruption programs: Mitigating the threat of fraud and corruption

Directors may be personally liable if they are found to have been less than diligent in carrying out their responsibilities for ensuring that management puts in place effective anti-fraud and anti-corruption programs.

In this issue…

David Doyle, chief compliance officer, Starwood Hotels & Resorts Worldwide, and Anthony Campanelli, partner, Regulatory, Forensics, & Compliance, Deloitte Financial Advisory Services LLP, discuss mitigating fraud risks and the importance of an effective whistleblower program. Today, when the typical organization loses five percent of its revenues to fraud and corruption each year, and regulators are taking an increasingly aggressive stance in enforcing anti-corruption laws, directors may be found personally liable if they are found to be less than diligent in carrying out their responsibilities for ensuring that management puts in place effective anti-fraud and anti-corruption programs and controls. You can view our previous On the board's agenda issues focused on Third-Party Risk, Private Company Governance, Base Erosion & Profit Sharing, Shareholder Engagement, and Organizational Talent.

Extended enterprise risk management: Understanding third-party risk

One of the biggest challenges facing boards and organizations is gaining an understanding of the full extent of their third-party relationships and the associated risks.

In this issue...

Jose Ecio Pereira, who sits on various boards in Brazil, Mark Victor, director, Risk Advisory, Deloitte South Africa, and Timothy Scott, national leader, Contract Risk Compliance, Deloitte Canada, discuss the importance of vendor due diligence. Today, when organizations are increasingly being found liable for their suppliers’ behavior and third-party actions can lead to a loss of reputation and customer trust in the organization, boards and management need fully understand the extent of their third-party relationships and the associated risks.

Private company governance: Independent board members can be a valuable resource for private companies

Private company owners should consider the benefits of having independent board members. They can be a valuable resource for a private enterprise, bringing diverse perspectives, knowledge and experience to the boardroom.

In this issue...

Marcelo Rivero, who sits on several private company boards in Mexico, and Daniel Aguinaga, Partner, Corporate Governance and Sustainability, Deloitte Mexico, look at how private companies can benefit from having a board, the role of independent board members, the different types of board structures, and the importance of transparency and reporting.

Base Erosion and Profit Shifting: Is your organization ready for the global tax reset?

For organizations with multinational operations, BEPS and the global tax reset is much more than a tax issue—it is a business issue.

In this issue...

John Jarrett, Associate Director, ESG research at FTSE Russell and Heather Evans, National Managing Partner, Tax Deloitte Canada, discuss the biggest change to international tax practices in over a generation. For organizations with multinational operations, BEPS and the global tax reset is much more than a tax issue—it is a business issue that will require the input of the C-suite and the board of directors.

Proactive engagement: Opportunity to build stronger relationships

Shareholders need information that enables them to understand an organization’s governance policies, performance, business objectives, and key risks. Good engagement practices with shareholders not only strengthens the trust and credibility with the company by keeping them informed, it also provides the board valuable feedback about shareholders priorities and concerns.

In this issue…

Abe Friedman, founder and managing partner at CamberView Partners and Deb DeHaas, National Partner, US Center for Governance, Deloitte LLP, lend their perspective on how companies can proactively engage shareholders to help build stronger relationships. Insights are offered on which shareholders to engage and when, as well as the importance of the approach in doing so.

Organizational talent

In today’s business world of new advancements and shifts in technology, globalization and demographics, boards of directors face the challenge of ensuring their organization is effectively and appropriately aligning themselves to succeed in this challenging environment.

On the board’s agenda is a 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. Each issue will examine a single topic in detail, and will include the perspectives of a Deloitte professional with deep expertise in the subject matter as well as the views of an experienced external director.

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.