Tag Archives: corporate roles

In CAMERA Board Session… Why?

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One of the most delicate topics in governance is the ability to discuss freely any contentious agenda items. As the Board and committees are intended to oversee the management and the executive team in place, it may be difficult in their presence to address openly certain subjects during a meeting. This may be even more difficult when discussing and evaluating their performance.

The governance practice “in-camera session” is designed to help board to manage these delicate situations.  Note that in-camera session if started should be held at every meeting, otherwise it will stress too much the CEO and the management since they will suspect that a request for a private session is to talk about them.

A definition of what constitutes an in-camera session is  when directors meet on their own, without management or any other non-Board member present.

The legal term is “recused,” which means to disqualify someone from participation in a decision on grounds that they cannot, because of a particular interest or position, objectively discuss the matter.

Currently accepted principles of good governance provide that all boards and committees should regularly hold scheduled in camera sessions for board members only.

We find several references to this practice to hold a session of 15 minutes or less at the end of CA with only directors. It’s providing them with the opportunity to talk about more sensitive elements or simply get together as a team. In Camera session provide:

• an opportunity for the board to discuss particularly sensitive matters within the jurisdiction of the board (such as litigation, work relations, management/CEO’s performance )

• an opportunity for the board to discuss sensitive internal board governance matters, attendance, evaluation, leadership

• an opportunity for the board to review the performance and compensation of the president, discuss the attitude of one director, etc.

In conclusion, in–camera sessions are a very valuable tool allowing full and open debate on different topics strictly between board members and without any possible interference.

 

Boards of Directors: Doing Just Half the Job

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 Writing by David Langstaff

 

On Corporate Compliance Insights’ website, David Langstaff  wrote an interesting article on the role of Board Members. It differentiates two principals functions: one is overseeing operations and a second is executing a growth strategy.

Many Boards abandoned the second point, they are focused on the compliance and don’t look at the future. A company must have clear goals: both a long-term vision and shorter-term operating goals.

The author adds the following idea, that if boards have no concern with the longer terms goals, it will be difficult to propose an operating plan. Board members need to know that and what the company is seeking to accomplish and how it proposes to get there.

It is the very synthesis of these two aspects that determines the efficiency of a Board and its activities.

Read More :
Boards of Directors: Doing Just Half the Job 

 

EU groups in push for women in top roles

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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.”

 This is an extract from Financial Times, to read more: http://on.ft.com/xZEKFA

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


Seven habits of spectacularly unsuccessful CEOs: The hall of shame

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“So who are some recent examples of CEOs who have failed at these 7 habits ?

I present to you the people I would consider Charter Members of the Seven Habits of Spectacularly Unsuccessful CEOs Hall of Shame. Each of these men and women have earned the right to be part of this distinguished club. Many of their choices have been befuddling. Their attitudes at times have been head-scratching. Their arrogance has been breath-taking.

Let’s go through them by habit. And keep in mind that the worst CEOs always start by exhibiting one of these habits and then see them snowball into other habits over time…”

This is an extract from Financial Post, to read more: http://natpo.st/wz5x1x


Corporate Governance and Corporate Social Responsibility (CSR)

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From corporate governance… 

The corporate governance concept was born just after the economic crash of 1929.  However corporate governance as we know today only appeared at the mid-1990.
The corporate governance is a set of processes, regulations, laws, and institutions that have an important influence on the way that the company is managed, administered and controlled. It involves a set of links between the different stakeholders of the organization. Furthermore the whole decision-making process (shareholders, board members and the CEO) is influenced by governance.
To summarize, corporate governance is about how companies make decisions, how they organize themselves and how they communicate with shareholders and the rest of the world.

…To corporate governance and CSR

The corporate governance has changed. Now, it is not enough to control how companies make decisions, how they organize themselves and how they communicate with shareholders and the rest of the world. For many companies the corporate social responsibility is a way to better engage with many of their stakeholders, including investors and consumers. Corporate governance and CSR are resulting into formalization and definition of ethical policy, a better oversight of safety principles, setting up risk management program, and many other policies.
The Corporate Social Responsibility is a way for organizations to improve clearly corporate governance processes.