Lucy P. Marcus is a board chair and non-executive director who is challenging conventional wisdom inside and outside the board room. She has emerged as the voice setting the agenda on future proofing boardrooms and companies around the world. The CEO of Marcus Venture Consulting, she is Professor of Leadership & Governance at IE Business School and she speaks and writes about boards and leadership. Lucy has been awarded the Thinkers 50 “Future Thinkers” Award.
Say on pay, director indemnification, the structure of risk committees, Bob Bostrom, partner, SNR Denton, talks to Corporate Board Member about the top issues for corporate boards this year, and what directors should do ahead of time to prepare.
To see the video: Boardroom Trends – Is your Board Prepared ?
“Ethisphere Institute, a New York City think tank, has unveiled its sixth annual list of the
(WME).
The list identifies organizations with fair business practices and standards compared with their industry peers. Achieving this level of recognition can be a challenge for many companies because finding the right leadership to guide an organization through difficult economic times, while also meeting expectations for ethical conduct, is not always easy. This year, nearly 5,000 companies were nominated but only 145 made it onto the list. According to Ethisphere, the 2012 list includes representatives of more than three dozen industries, from aerospace to wind power, with 43 of the winners headquartered outside the US.
Well, ethics is correlated with leadership and it all starts with the tone at the top. The company’s executive leadership in its Bethesda headquarters and in regional offices around the globe has set an example admired throughout the industry. In Marriott’s law department, general counsel and executive vice president Ed Ryan and his team have taken to heart the principle established by the hotel operator’s CEO and chairman John Willard Marriott (JW) and COO Arne Sorenson, as they have helped guide the company through some of its toughest times.”
This is an extract from Corporate Secretary, to read more: www.corporatesecretary.com
By Robert Adamson
Executive Director, CIBC Centre for Corporate Governance and Risk Management
“As corporate governance continues to be an area of focus for most companies, regardless of whether they are involved in global operations, there are many questions and issues that firms still struggle with: What is good corporate governance and why is it so important? Why are so many firms and governments promoting improved techniques in corporate governance? What are those techniques and best practices and is there evidence that these reforms and policies are useful for firms in promoting transparency, sustainability and the confidence of global markets and investors?
In general, corporate governance is about how companies make decisions, how they organize themselves and how they communicate with shareholders and the rest of the world. Typically, corporate governance deals with issues such as how boards and executives are chosen, what mandate and responsibilities boards and executives have, whether shareholders have any right to participate in certain types of corporate decisions through voting and, if so, what form these shareholder rights take.
These issues are important because they promote good business practices, good decision-making and opportunities for investors to ensure the integrity of their investment. Because these issues are so important to developing good businesses and a good business environment, both companies and policy-makers are very interested in ensuring that good corporate governance is adopted widely and is effectively institutionalized throughout the firm.
So why are companies themselves so concerned and preoccupied with corporate governance, risk management and CSR? Many companies recognize that good corporate governance, risk management and CSR is good business practice, good business strategy and what many companies are focusing on to improve their business, particularly in the emerging global marketplace where companies are constantly trying to outdo each other to make their business more effective and to attract new investors. Companies, particularly those that are well-managed, want to develop good business practices, improve their decision-making and provide reasons for investors to invest in the company. While these firms are highly motivated and successful at adopting and implementing good corporate governance practices, other companies may not acknowledge the importance and value of adopting and investing in corporate governance, risk management and CSR…”
This is an extract from business.sfu.ca, to read more: http://business.sfu.ca
The risks related to low-probability, high-impact events such as oil spills and product recalls cannot be overlooked.
These events, although rare, bring with them the possibility of severely hampering or even crippling a company’s operations.A company’s management is not only required to identify these risks, but also to determine whether the controls currently in place are adequate to mitigate them. In order for the audit committee to aid in the identification and mitigation of these risks, it has to fully understand the complexities of the company and of the environment within which it operates. Some of these risks are admittedly not new, but the landscape within which they are to be navigated has been significantly altered, and this may warrant a rethinking or refining of the way in which the audit committee operates.
Corporate secretary can strengthen committee
The corporate secretary can help to alleviate the burden of dealing with added regulations placed on the audit committee by advising the audit committee on the implications of all the changes taking place in the industry. Auditors can provide a periodic summary highlighting the changes in financial reporting requirements, and the related risks. This would be useful in light of new accounting pronouncements and the proposed convergence with International Financial Reporting Standards.The corporate secretary could also spearhead an initiative to create and manage a secure online information portal for the audit committee. This would provide a central repository for reports, research and communication that can be accessed on demand, allowing the audit committee to keep abreast of issues as they unfold. Corporate secretaries have to make sure that the board and its committees are dealing with topics of interest, and that proceedings are appropriately documented. Corporate secretaries should ensure that the agenda is current and topical, and can also help in carrying out action steps such as reassessing the functionality of the whistleblower hotline.
New tools
Board portals can certainly help with the extra load required to better inform and support the board and their committee. As an example, uploading a document is a very simple task. Then the system takes over by sending a automatic notice to all members, archiving the document where needed, giving the possibility to members to take private notes attached to it and/or share notes and comments. All those actions by just adding a document, compared to write a “dear members” letter, print it along with the document, print the adresses of all your board members on the large envelop, and… hope someone will be at home to open the door to the Fedex guy or the package will have a second life.
By Andrew Hill
“Some of Europe’s biggest companies on Thursday responded to political pressure by publishing their targets for increasing the number of women in senior corporate roles and launching a database of female board candidates.
The twin initiatives – under the umbrella of the European Round Table of Industrialists – come just days before Viviane Reding, European Union justice commissioner, is set to give her assessment of corporate progress in bringing more women on to boards. Ms Reding had threatened legislation if by this month she judged progress was insufficient and will make a statement on Monday.”
Thirty-one companies have so far agreed to sign up to one or both ERT initiatives. They include Siemens, Total, Telefónica, BASF and Philips. Twenty-three of them on Thursday published their targets and timetable for increasing the percentage of executive or non-executive women.
STMicroelectronics’ president and chief executive Carlo Bozotti, who heads the ERT working group handling the initiatives, said that the organisation would have pressed ahead with its plans irrespective of the European commissioner’s imminent progress assessment.”
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