Category Archives: Corporate Secretary

Several keys questions for board members and their comittees.

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The PwC (refer to Price water house Coopers) has published a report about the keys questions that a board should consider in order to carry out their governance duty.

 

Here you have the questions and a link to read the Pwc answer to this thematic.

 

1/ how is management evaluating and executing its strategic plan and risk management practices to address today’s competitive global marketplace?

 

2/What is the company doing to comply with anti-corruption laws and regulations?

 

3/How is management addressing contemporary accounting hot topics, including asset impairments, income taxes, and segment reporting, and ensuring the transparency and appropriateness of the company’s disclosures?

 

4/Does the audit committee engage in sufficient discussions and interactions with the external auditor in response to the current dialogue relative to audit quality and the reliability of financial reporting?

 

5/Has management considered the financial and business implications of the new tax law, and what is it doing with respect to the impact of potential corporate tax reform?

 

6/is the company effectively addressing the key opportunities and risks of IT?

 

7/Does management have processes in place to address cybersecurity risks?

 

8/what is the board’s approach to communications with shareholders and other stakeholders, and should it be reconsidered?

9/As regulatory bodies and lawmakers continue to discuss, propose, and enact laws and regulations, and shareholders continue to be active, is management analyzing possible effects and considering “no regrets” moves?

 

Here read the all report and answers: Key questions for board and audit committee members

 

Should CEO board service be limited?

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By Paul Hodgson

On the Corporate Secretary.com website, Paul Hodgson wrote an interesting article on the exchange of skills and experience of a senior executive. The author ask himself a series of issues about it :

“But what about when service on other companies’ boards begins to interfere with the effective practice of an executive’s primary position? What about when the executive is a CEO?”

We have already talking about Conflict of interest but in this case, this topic is not concerned. In fact, the eventual problem could be the CEO’ concentration level. As the author wrote “What is arguable is whether the CEOs of some of the largest companies in the world have the time to meet their increased duties.”

Read this article on the Corporate Secretary Website

iPads in the Boardroom-the next e-governance evolution

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On Conscious Governance’s website, Steven Bowman has written an interesting article about the e-governance. E-governance doesn’t concern only public companies but nonprofits too. E-governance answers the need of competitiveness and makes the board more productive.

In few years, the use of technology has increasingly grown in boards and continues to seduce more companies. Board portals like Leading Boards, facilitates communication and information. Also it makes it easier for directors and corporate secretary in their day to day jobs.

The author was interested on the current level of interest in using iPads for governance work, and seeking advice from nonprofit executives and directors on the best practices for successful implementation.  The key observations made from the respondents’ feedback are listed in 5 points.

1-      The iPad is a hot topic in nonprofit boardrooms.

      • 90% of respondents were considering implementing iPads at some point in the near future.
      • 39% reported that some board members already bring iPads to meetings instead of the paper packet.

2-       Security and usability top the list of directors’ concerns.

      • Several reported that they met with resistance from CEOs and other board members when they raised the issue at meetings
      • Their board is too “old school” at this point to stop their reliance on paper packets

 

3-      The iPad gets high marks for its usefulness in the boardroom, but directors comment on the device’s limitations.

      • Those organizations that have analyzed the payback period before investing in iPads find that the purchase pays for itself in terms of paper/printing costs, postage, and staff time within 4-6 months of usage.

4-      Ensuring each director has a device and providing adequate training are critical to success.

      • While the number of nonprofits investing in tablet devices for directors is still small, the idea is growing in popularity.
      • “Many board members will have varied technological proficiency and while the iPad does have a uniquely user-friendly interface and features, it’s still not going to be for everyone.”

 

5-      Ensuring each director has a device and providing adequate training are critical to success.

      • While the number of nonprofits investing in tablet devices for directors is still small, the idea is growing in popularity.
      • “Many board members will have varied technological proficiency and while the iPad does have a uniquely user-friendly interface and features, it’s still not going to be for everyone.”

To read more about Conscious Governance website

Corporate Governance, Risk Management and Corporate Social Responsibility in Emerging Markets: A Symbiotic Relationship

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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


Corporate secretary role – Preparing for high-impact events

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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.


How effective is your corporate secretary?

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“Lately, we’ve been hearing a lot of discussion about effectiveness: effective boardroom, effective governance, effective internal controls and effective leadership. What about the effective corporate secretary?

Effectiveness is the ability to manage, assess, evaluate and remediate a situation that allows a professional to gain a competitive advantage while maximizing a given set of resources. The only problem with effectiveness is being able to maintain it.

Corporate secretaries sit in a unique position. They serve as the liaison between the board and senior management and not only know the needs of boards but also have access to the necessary regulatory resources within a company.

But between increased regulatory pressure and shareholders expecting more accountability, it seems this year will definitely test the abilities of corporate secretaries.

In light of the corporate malfeasance that has permeated a number of corporations and the poor leadership at companies like RIM, Olympus, MF Global, Yahoo!, HP and NewsCorp, boardrooms are now facing increased scrutiny from regulators, shareholders, scholars and industry observers. As a result, in order to remain effective, corporate secretaries must go beyond their usual role when supporting the board. They must be able to give clear direction, be forward-looking, competent, creative and assertive when providing advice. They should also stand clear of any instances of ‘analysis-paralysis’, a common problem that can cripple a lawyer’s decision-making process.

In an exclusive interview with Corporate Secretary, Jonathan Block, general counsel and secretary of Hot Topic, a retail chain specializing in pop-culture clothing and accessories, says that in a corporation the secretary’s role is one of the few required by law.

Although the secretary’s obligatory duties are to keep the minutes and official records of the company, ‘The reality is that an effective secretary should be doing much more than that, when it comes to supporting the company and its board,’ he says…”

Article found on Corporate Secretary, read full article here: Corporate Secretary