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On the board's agenda
Top of mind topics for board members
The Center for Board Effectiveness is pleased to present On the board’s agenda, a bi-monthly publication focused on topics that are top of mind for board members.
- September 2018
- July 2018
- June 2018
- May 2018
- April 2018
- March 2018
- February 2018
- January 2018
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- Related topics
What to expect from auditor reporting of critical audit matters
Audit reports for large accelerated filers will include a new section addressing CAMs beginning for audits of fiscal years ending on or after June 30, 2019, and for other public companies in 2020. This will be a dramatic change in auditor reporting and is expected to generate significant media attention, particularly in the first year of adoption. What is the board’s role with respect to CAMs? How are CAMs identified? What is being done to prepare for CAMs and what might boards expect? This edition discusses these questions and highlights considerations for boards in advance of the first auditor reporting of CAMs this summer.
Crisis resilience and the board—Taking risk oversight to the next level
Companies seek to anticipate and avoid or proactively mitigate crises that pose risk to their business. As part of their oversight responsibility, boards seek to assist management in carrying out these responsibilities. However, no matter how prepared a company is, and regardless of the levels of management attentiveness and board oversight, crises will happen; they are a matter of
Social media and the board
No one should be surprised that companies are extensive users of social media. A quick look at nearly any company website, marketing literature, or email signature reveals a group of icons showing the social media platforms on which the company has a presence. Members of those companies’ boards of directors have likely noticed those icons many times, but it is not clear whether those directors fully comprehend the pervasive, enormous influence of social media, how it is used by their companies and their stakeholders, and the benefits and risks associated with use of social media by both groups—and how to best exercise their oversight role with respect to social media.
The 2019 boardroom agenda: Something old, something new?
The end of an old year may cause some to heave a sigh of relief—another year is in the rearview mirror. However, board members and those who work with boards may be looking toward the horizon and wondering what challenges may arise in the coming year. Some challenges never seem to go away, and new ones seem to pop up all the time. Even challenges presumed to be over and done with can return, sometimes in a different guise or with a new twist. And, regardless of whether a challenge is new or old, the board will be expected to deal with it—even if it is something beyond the board’s control or outside the scope of its responsibility—because investors, the media and others will ask “where was the board?”
A conversation on blowing up best practices
Detonate: Why—And How—Corporations Must Blow Up Best Practices (And Bring A Beginner’s Mind) To Survive, was published in 2018 (Wiley). Bob Lamm, an independent senior advisor to Deloitte’s Center for Board Effectiveness, recently sat down with one of its authors, Geoff Tuff, a Deloitte Consulting LLP principal and senior leader in the Innovation and Applied Design Practice, to address key concepts and practical approaches outlined in the book.
Not if, but how: Evaluating the soundness of your digital transformation strategy
Often for businesses to survive in today’s world, the question is no longer whether to consider a digital transformation strategy. Rather, as board members oversee management’s strategy, a more appropriate question may be how: How can our unique organization evolve and work differently to meet the demands of an ever-evolving marketplace?
Audit committee disclosure in proxy statements—2018 trends
Deloitte’s analysis of the 2018 S&P 100 proxies helps to provide transparency into audit committee oversight activities and performance provide a better understanding for investors. Investors and other stakeholders continue to push for greater proxy statement disclosure of both new and existing topics.
The board’s role in corporate social purpose
The integration of digital and physical technologies is accelerating, enhancing companies’ ability to increase operational excellence and grow in ways that may not have been possible just a couple of years ago. This phenomenon, known as Industry 4.0, suggests a new revolution that enables smart, connected technologies to transform organizations, operations, and the workforce by increasing information flow, creating new insights, and revolutionizing business models.
Sustainability and the board: What do directors need to know in 2018?
Sustainability, which encompasses environmental, social, and governance (ESG) concerns, is increasingly positioned at the top of board agendas, and is now central to corporate competitiveness and a company’s continued ability to operate. Sustainability affects all sectors and challenges even the most progressive companies and the most thoughtful directors. There are a number of steps boards can consider and questions they can ask to gain a better command of emerging sustainability risks and changing stakeholder expectations.
Published by Deloitte's Global Center for Corporate Governance.
Corporate culture risk and the board
Recent corporate scandals linked to problematic company cultures have resulted in questions such as "where was the board?" and "shouldn’t the board have known?" In some cases, board members themselves may have wondered why they were not informed of cultural problems and asked, "should we have conducted more due diligence?" These and similar questions, and the responsibility to protect both their companies’ and their own reputations, are leading directors to look for ways to better monitor corporate culture and to understand potential cultural risks and address problems before they get out of control.
Is it time to review your board of director compensation program?
Board compensation is on investors' radar. Unlike compensation for executives, non-employee director compensation is not subject to independent review. While shareholders must approve equity plans in which non-employee directors may participate, and while those plans frequently include limitations on individual equity grants or aggregate pay levels, shareholders are not required to approve the director compensation program as a whole. As a result, non-employee director compensation programs that result in high levels of pay can be a lightning rod for proxy advisory firm criticism, shareholder litigation, negative media attention, and more.
Cyber risk in the boardroom—Accelerating from acceptance to action
Cyber risk is a top-level business risk that boards may find challenging to oversee and difficult to address. By using a maturity mode for board stewardship of cyber risk and understanding the actions available at each level of maturity, boards can accelerate their transition from awareness to meaningful oversight.
The 2018 boardroom agenda—Dealing with challenges old and new
Regardless of size, industry and other characteristics, companies frequently face a constant stream of challenges. These can include perennial challenges that require ongoing or periodic attention, as well as new challenges that seem to arise regularly. Developments in 2017 demonstrate the range and depth of the challenges faced by boards. Perennial challenges include strategy, risk, compensation, shareholder engagement, and regulatory uncertainty; evolving challenges include board composition, social responsibility, technology risk, culture risk, and the combination of innovation and disruption. It is likely that some, if not all, of these items could be on the board’s agenda in 2018.