Étiquette : Risk management

Trois étapes pour aider le CA à s’acquitter de ses obligations à l’égard de la surveillance de la gestion des risques


Quel doit être le rôle du conseil d’administration eu égard à la surveillance de la gestion des risques ? L’article publié par Scott Hodgkins, Steven B. Stokdyk, et Joel H. Trotter dans le forum du site du Harvard Law School présente, d’une manière très concise, les trois étapes qu’un conseil doit entreprendre en matière de gestion des risques d’une société.

Les auteurs rappellent l’utilisation d’un modèle développé par le COSO (Committee of Sponsoring Organizations de la Commission Treadway), bien connu en gouvernance, qui invite les CA à :

  1. S’entendre avec la direction sur un niveau de risque acceptable (l’appétit pour le risque);
  2. Comprendre les efforts de la direction dans l’exécution des pratiques de gestion des risques;
  3. Revoir le portefeuille des risques en considérant l’appétit pour le risque;
  4. Connaître les risques les plus importants de l’entreprise, ainsi que les stratégies de la direction pour les contrôler.

L’article discute des trois étapes que le CA doit accomplir afin de s’acquitter de son rôle en matière de gestion des risques :

  1. Déterminer le modèle de supervision privilégié par le CA;
  2. Convenir avec le management d’une approche appropriée à la gestion des risques et revoir l’approche retenue;
  3. Évaluer les ressources du CA en matière de gestion de risques et éviter les biais et la pensée de groupe.

Voici donc un extrait de l’article qui précise chacune des trois étapes.

Bonne lecture !

Three Practical Steps to Oversee Enterprise Risk Management

1. Determine the board’s preferred oversight model

Typically, boards either retain primary responsibility for risk oversight or delegate initial oversight duties to a committee, such as the audit committee or a risk committee. Where the board retains primary responsibility, individual committees may provide input on specific types of risk, such as compensation risk, audit and financial risk, and regulatory and compliance risk.

P1050650

In selecting between the active board model and the committee model, the board should consider those directors with the necessary expertise to oversee unique market, liquidity, regulatory, innovation, cybersecurity and other risks that may require special attention. The board should also consider whether adding duties to an existing committee, such as the audit committee, may be too burdensome in light of existing workload.

These issues are unique to each company, and the key is to ensure that the model you choose is effective for your situation.

2. Develop a stated approach to risk management

Some companies may adopt a risk management statement or policy. As with other policy statements, a risk management statement can create a tone-at-the-top benchmark for assessing value-creation opportunities as they arise and provide guideposts for management’s operational decisions.
A risk management statement should separately identify:

  1. Acceptable strategic risks
  2. Undesirable risks
  3. Risk tolerances or thresholds in stated categories, such as strategic, financial, operational and compliance

In developing the company’s approach, the board should consider:

  1. Investor expectations of the company’s risk appetite
  2. Competitors’ apparent risk appetite
  3. Stress-tests for risk scenarios, using historical experience and sensitivity analysis
  4. Long-term strategy versus existing core competencies
  5. Possible long-term market developments
  6. Risk concentrations (e.g., customer, supplier, investment, geographic)
  7. Effects of new business generation on desired risk profile
  8. Strategic planning and operations compared to articulated risk appetite

Developing a stated approach to risk management requires good working relationships among the board members, the CEO and management, as well as active participation by all involved.

3. Assess board capabilities and effectiveness, reviewing for bias and groupthink

The board must evaluate its own capabilities and effectiveness, paying particular attention to the possible emergence of cognitive bias or groupthink.

In assessing board capabilities and effectiveness, the board should consider:

  1. Directors’ skills and expertise compared to the company’s current and future operations
  2. Possible director education initiatives or new directors with additional skills
  3. Delegation of risk oversight in highly technical areas, such as cybersecurity
  4. Retention of independent experts to evaluate specific risk management practices
  5. Clear allocation of responsibility among the board committees and members
  6. The balance between board-level risk oversight and management-level day-to-day ERM Boards must also guard against two types of bias:
  7. Resistance to new ideas from outsiders, thus overlooking new opportunities or risks
  8. Confirmation bias, incorrectly filtering information and confirming preconceptions

Maintaining contact with business realities also requires collegiality and open communication among management and directors.

Boards should consider their risk oversight in light of these three steps to assist in framing an effective approach to enterprise-level risk exposures.

Dix (10) des plus importantes activités pour une gouvernance efficace*


Vous trouverez ci-dessous un checklist qui vous sera utile pour effectuer une révision de vos processus de gouvernance.

Bonne lecture. Vos commentaires sont les bienvenus.

Top Ten Steps to Improving Corporate Governance

1.      Recognise that good governance is not just about compliance

Boards need to balance conformance (i.e. compliance with legislation, regulation and codes of practice) with performance aspects of the board’s work (i.e. improving the performance of the organisation through strategy formulation and policy making). As a part of this process, a board needs to elaborate its position and understanding of the major functions it performs as opposed to those performed by management. These specifics will vary from board to board. Knowing the role of the board and who does what in relation to governance goes a long way towards maintaining a good relationship between the board and management.

2.      Clarify the board’s role in strategy

It is generally accepted today that the board has a significant role to play in the formulation and adoption of the organisation’s strategic direction. The extent of the board’s contribution to strategy will range from approval at one end to development at the other. Each board must determine what role is appropriate for it to undertake and clarify this understanding with management.

3.      Monitor organisational performance

Monitoring organisational performance is an essential board function and ensuring legal compliance is a major aspect of the board’s monitoring role. It ensures that corporate decision making is consistent with the strategy of the organisation and with owners’ expectations. This is best done by identifying the organisation’s key performance drivers and establishing appropriate measures for determining success. As a board, the directors should establish an agreed format for the reports they monitor to ensure that all matters that should be reported are in fact reported.

4.      Understand that the board employs the CEO

In most cases, one of the major functions of the board is to appoint, review, work through, and replace (when necessary), the CEO. The board/CEO relationship is crucial to effective corporate governance because it is the link between the board’s role in determining the organisation’s strategic direction and management’s role in achieving corporate objectives.

5.      Recognise that the governance of risk is a board responsibility

Establishing a sound system of risk oversight and management and internal control is another fundamental role of the board. Effective risk management supports better decision making because it develops a deeper insight into the risk-reward trade-offs that all organisations face.

6.      Ensure the directors have the information they need

Better information means better decisions. Regular board papers will provide directors with information that the CEO or management team has decided they need. But directors do not all have the same informational requirements, since they differ in their knowledge, skills, and experience. Briefings, presentations, site visits, individual director development programs, and so on can all provide directors with additional information. Above all, directors need to be able to find answers to the questions they have, so an access to independent professional advice policy is recommended.

7.      Build and maintain an effective governance infrastructure

Since the board is ultimately responsible for all the actions and decisions of an organisation, it will need to have in place specific policies to guide organisational behaviour. To ensure that the line of responsibility between board and management is clearly delineated, it is particularly important for the board to develop policies in relation to delegations. Also, under this topic are processes and procedures. Poor internal processes and procedures can lead to inadequate access to information, poor communication and uninformed decision making, resulting in a high level of dissatisfaction among directors. Enhancements to board meeting processes, meeting agendas, board papers and the board’s committee structure can often make the difference between a mediocre board and a high performing board.

8.      Appoint a competent chairperson

Research has shown that board structure and formal governance regulations are less important in preventing governance breaches and corporate wrongdoing than the culture and trust created by the chairperson. As the “leader” of the board, the chairperson should demonstrate strong and acknowledged leadership ability, the ability to establish a sound relationship with the CEO, and have the capacity to conduct meetings and lead group decision-making processes.

9.      Build a skills-based board

What is important for a board is that it has a good understanding of what skills it has and those skills it requires. Where possible, a board should seek to ensure that its members represent an appropriate balance between directors with experience and knowledge of the organisation and directors with specialist expertise or fresh perspective. Directors should also be considered on the additional qualities they possess, their “behavioural competencies”, as these qualities will influence the relationships around the boardroom table, between the board and management, and between directors and key stakeholders.

10.     Evaluate board and director performance and pursue opportunities for improvement

Boards must be aware of their own strengths and weaknesses, if they are to govern effectively. Board effectiveness can only be gauged if the board regularly assesses its own performance and that of individual directors. Improvements to come from a board and director evaluation can include areas as diverse as board processes, director skills, competencies and motivation, or even boardroom relationships. It is critical that any agreed actions that come out of an evaluation are implemented and monitored. Boards should consider addressing weaknesses uncovered in board evaluations through director development programs and enhancing their governance processes.

_________________________________________

* En reprise

Voir le site www.effectivegovernance.com.au

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La gouvernance, les cyber risques et la reponsabilité du C.A.


Voici la présentation de M. Luis A. Aguilar, commissaire à la Securities and Exchange Commission (SEC). Le billet paru dans Harvard Law School Forum on Corporate Governance sonne l’alarme en ce qui regarde les menaces posées par les cyber attaques et les rôles et responsabilités des conseils d’administration à cet égard.
C’est un article qui met en perspective les besoins d’un changement significatif dans le focus de la gouvernance des entreprises.
Ci-dessous, un extrait de l’introduction à cet article, Bonne lecture !

I am pleased to be here and to have the opportunity to speak about cyber-risks and the boardroom, a topic that is both timely and extremely important. Over just a relatively short period of time, cybersecurity has become a top concern of American companies, financial institutions, law enforcement, and many regulators. I suspect that not too long ago, we would have been hard-pressed to find many individuals who had even heard of cybersecurity, let alone known what it meant. Yet, in the past few years, there can be no doubt that the focus on this issue has dramatically increased.

 

Boards of Directors, Corporate Governance and Cyber-Risks | Sharpening the Focus

 

Cybersecurity has become an important topic in both the private and public sectors, and for good reason. Law enforcement and financial regulators have stated publicly that cyber-attacks are becoming both more frequent and more sophisticated. Indeed, according to one survey, U.S. companies experienced a 42% increase between 2011 and 2012 in the number of successful cyber-attacks they experienced per week. As I am sure you have heard, recently there have also been a series of well-publicized cyber-attacks that have generated considerable media attention and raised public awareness of this issue. A few of the more well-known examples include:

The October 2013 cyber-attack on the software company Adobe Systems, Inc., in which data from more than 38 million customer accounts was obtained improperly;

The December 2013 cyber-attack on Target Corporation, in which the payment card data of approximately 40 million Target customers and the personal data of up to 70 million Target customers was accessed without authorization;

The January 2014 cyber-attack on Snapchat, a mobile messaging service, in which a reported 4.6 million user names and phone numbers were exposed;

The sustained and repeated cyber-attacks against several large U.S. banks, in which their public websites have been knocked offline for hours at a time; and

The numerous cyber-attacks on the infrastructure underlying the capital markets, including quite a few on securities exchanges.

Official portrait of Securities and Exchange C...
Official portrait of Securities and Exchange Commission (SEC) Commissioner Luis A. Aguilar. (Photo credit: Wikipedia)

In addition to becoming more frequent, there are reports indicating that cyber-attacks have become increasingly costly to companies that are attacked. According to one 2013 survey, the average annualized cost of cyber-crime to a sample of U.S. companies was $11.6 million per year, representing a 78% increase since 2009. In addition, the aftermath of the 2013 Target data breach demonstrates that the impact of cyber-attacks may extend far beyond the direct costs associated with the immediate response to an attack. Beyond the unacceptable damage to consumers, these secondary effects include reputational harm that significantly affects a company’s bottom line. In sum, the capital markets and their critical participants, including public companies, are under a continuous and serious threat of cyber-attack, and this threat cannot be ignored.

As an SEC Commissioner, the threats are a particular concern because of the widespread and severe impact that cyber-attacks could have on the integrity of the capital markets infrastructure and on public companies and investors. The concern is not new. For example, in 2011, staff in the SEC’s Division of Corporation Finance issued guidance to public companies regarding their disclosure obligations with respect to cybersecurity risks and cyber-incidents. More recently, because of the escalation of cyber-attacks, I helped organize the Commission’s March 26, 2014 roundtable to discuss the cyber-risks facing public companies and critical market participants like exchanges, broker-dealers, and transfer agents.

Today, I would like to focus my remarks on what boards of directors can, and should, do to ensure that their organizations are appropriately considering and addressing cyber-risks. Effective board oversight of management’s efforts to address these issues is critical to preventing and effectively responding to successful cyber-attacks and, ultimately, to protecting companies and their consumers, as well as protecting investors and the integrity of the capital markets.

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Bien comprendre les droits et responsabilités des actionnaires de sociétés !


Ci-dessous, l’extrait d’un article très simple sur les devoirs attendus de la part des actionnaires. Si vous avez décidé d’investir dans une entreprise, vous possédez une part de la propriété de celle-ci !

Il est donc important de lire la documentation fournie par le conseil d’administration et par la direction de l’entreprise afin de vous former une opinion sur sa gouvernance, et vous devriez vous faire un devoir d’exercer vos droits de votes.

L’article récemment publié par The Canadian Press saura-t-il éveiller chez vous le sens de la responsabilité de l’actionnaire ? En ce qui me concerne, j’ai décidé, il y a quelques années, de me faire un devoir de lire les documents préparatoires à l’AGA et de voter, par la poste, sur les items de l’ordre du jour qui sollicitent l’assentiment des actionnaires.

 

Understand your rights as a shareholder: experts – Business – The Telegram

 

Documents sent to shareholders ahead of the meeting can include the management proxy circular, annual information form and the company’s annual report. The information form and annual report give the financial statements and an update by management on the business and the direction for the company — both key documents for shareholders.

Walmart Shareholders' Meeting 2011
Walmart Shareholders’ Meeting 2011 (Photo credit: Walmart Corporate)

The proxy circular includes information related to the annual meeting, including the nominees for the board of directors and the appointment of the auditors. It can also include shareholder proposals or major changes at the company that require shareholder approval.

Eleanor Farrell, director of the Office of the Investor at the Ontario Securities Commission, says shareholders have the right to vote on matters that affect the company, including the election of the board of directors. “That is a very important governance piece for the company,” Farrell says.

“The board is the one that approves the strategic plan. It sets the direction of the company. They appoint the CEO, they evaluate the CEO and they also approve the compensation plan.” Farrell says if shareholders don’t approve of a nominated director they can withhold their vote and, at most large companies, if a majority of the votes cast withhold a vote for a particular director, that director would be forced to step aside.

“Shareholders in the last few years have certainly become and gotten a lot more powerful and a lot more powers, I would say,” Farrell said. “Corporate governance has been a very big concern for institutional investors, certainly, and companies are much more concerned about corporate governance.”

The information circulars also include detailed descriptions about how much the company’s directors receive in compensation and what the senior executives are paid in salary, shares or options, as well as the size of their bonuses and the value of any other perks. The circular will also include how the board arrived at that compensation as well as comparisons with previous years. Certain provisions, such as how much a chief executive will receive if the company is taken over or if they are let go, are also often included.

 

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Modèle de supervision du management | Lignes de défense des parties prenantes


Vous trouverez ci-dessous un document de réflexion publié par Sean Lyon* et paru dans la série Executive Action du Conference Board. Ce document partagé et commenté par Denis Lefort, CPA, CA, CIA, CRMA, fait référence à cinq (5) lignes de défense interne, soit les opérations, les fonctions de surveillance tactiques comme la gestion des risques et la conformité, les fonctions d’assurance indépendante que sont le comité d’audit, l’audit interne et les autres sous-comités du conseil, et, enfin, la direction et le conseil d’administration.

Quatre lignes de défense externe sont aussi proposées, soit: les auditeurs externes, les actionnaires, les agences de notations et les organismes de réglementation.

Le modèle des 5 lignes de défense est aussi comparé au modèle traditionnel des trois lignes de défense.

Finalement, l’auteur insiste sur l’importance pour l’ensemble des lignes de défense d’agir de façon concertée, voire intégrée, pour assurer le succès global des interventions des uns et des autres pour le bénéfice de l’organisation.

Voici un extrait du document. Bonne lecture !

Corporate Oversight and Stakeholder Lines of Defense

Corporate stakeholder responsibility should take intoaccount various stakeholder groups, including shareholders, employees, customers, suppliers, special interest groups,

communities, regulators, politicians, and, ultimately, society. Consequently, a comprehensive corporate oversight framework should be multi-faceted to safeguard the diverse interests and varied expectations of all stakeholders. Increasingly, stakeholders are demanding oversight that safeguards a multitude of their interests, be they financial, economic, social, or environmental. Such an inclusive approach should include an appreciation of the symbiotic relationship that exists between business, society, and nature.

Michael Oxley , U.S. Senator from Maryland.
Michael Oxley , U.S. Senator from Maryland. (Photo credit: Wikipedia)

Organizations should understand the complexity of this interconnectedness to fulfill their social responsibilities. A holistic focus that includes the various lines of defense approach helps provide different stakeholders with the comfort that their interests are safeguarded, if implemented appropriately. A lines-of-defense framework provides stakeholders with a comprehensive system of “checks and balances.”

The existence of such an integrated framework means that stakeholders can reasonably rely on it to ensure that the organization is fulfilling its fiduciary duties, legal obligations, and moral responsibilities, while creating durable value and sustainable economic performance in the process. For this approach to operate effectively, however, each line of defense must play its part both individually and collectively—fulfilling its oversight duties within a holistic framework.

Accordingly, each line of defense collaborates with and challenges the other (complimentary yet antagonistic) lines of defense, as it acts in its own enlightened self-interest. Enhanced cooperation and communication between these lines of defense should be facilitated by better interaction between stakeholders through regular dialogue which is based on mutual understanding of the organization’s objectives. This, however, must be achieved without allowing respective responsibilities or accountabilities to become blurred in the process.

To strengthen corporate defense capabilities, organizations should consider fortifying the second line of defense, which provides the critical link between operational line management and executive management. For many organizations, this is still perhaps the weakest link in the chain. Unfortunately, in many organizations, the defense activities at this layer are operating in a silo; they are not in alignment with other lines, but rather, operate in isolation, with little or no interaction, sharing of information, or collaboration. The activities of an effective second line of defense must be managed in a coordinated and integrated manner.

Each of the other lines of defense requires differing degrees of fortification, but this perhaps has as much to do with best practices rather than any radical makeover. The goal is to reach a more effective balance between the spirit of guidelines based on principle and the interpretation of guidelines that are legal or more prescriptive.

____________________________________

* Sean Lyons is the principal of Risk Intelligence Security Control (R.I.S.C.) International (Ireland) and a recognized corporate defense strategist. He is published internationally and has lectured and spoken at seminars and conferences in both Europe and North America. His contributions have been acknowledged in the Walker Review ofCorporate Governance in UK Banks and Other Financial Institutions, the Financial Reporting Council (FRC)’s Review of the Effectiveness of theCombined Code and the International Corporate Governance Network (ICGN)’s ICGN Corporate Risk Oversight Guidelines. In 2010 Sean was shortlisted as a finalist in the GRC MVP 2009 Awards organized by US based GRC Group (SOX Institute) co-chaired by Senator Paul Sarbanes and Congressman Michael Oxley.

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Les priorités en gouvernance en 2014 selon Harvard Law School *


Je vous propose une lecture parue dans Harvard Law School Forum on Corporate Governance, publiée par Holly J. Gregory du « Corporate Governance and Executive Compensation group » de la firme Sidley Austin LLP.

On y décrit les priorités que les conseils d’administration doivent considérer en 2014 :

Les investisseurs institutionnels

Le conseil d’administration

Les priorités

Global Governance: A Review of Multilateralism...La performance de l’entreprise et l’orientation stratégique

La sélection du PCD, la rémunération, la relève

Les contrôles internes, la gestion du risque et la conformité

La préparation pour la gestion de crises

L’activisme et les relations avec le C.A.

La composition du C.A. et le leadership

Bonne lecture !

Governance Priorities for 2014

 

As the fallout from the financial crisis recedes and both institutional investors and corporate boards gain experience with expanded corporate governance regulation, the coming year holds some promise of decreased tensions in board-shareholder relations. With governance settling in to a “new normal,” influential shareholders and boards should refocus their attention on the fundamental aspects of their roles as they relate to the creation of long-term value.

Institutional investors and their beneficiaries, and society at large, have a decided interest in the long-term health of the corporation and in the effectiveness of its governing body. Corporate governance is likely to work best in supporting the creation of value when the decision rights and responsibilities of shareholders and boards set out in state corporate law are effectuated.

This article identifies and examines the key areas of focus that institutional investors and boards should prioritize in 2014.

Institutional Investors

  1. Apply a long-term value approach.
  2. Vote on a company-specific basis where possible.
  3. Focus on core issues.

The Board

Despite increased shareholder decision rights and influence, the board’s fundamental mandate remains to direct the affairs of the company. Key areas for boards to focus on include:

  1. Defining board priorities.
  2. Monitoring company performance and setting strategic direction.
  3. Selecting and compensating the CEO and planning for succession.
  4. Attending to internal controls, risk management and compliance.
  5. Preparing for a crisis.
  6. Engaging with shareholders and responding to shareholder activism.
  7. Determining board composition needs and leadership structure.

Board Priorities

Boards determine how to apportion their very limited time based on board responsibilities and the unique needs of the company. Each board must define the priorities that will shape its agenda and determine the information it needs to govern, driven by the needs of the business. Boards add value when they help management cope with the complex context in which the company operates, and when they support management in focusing on the long-term interests of the company and its shareholders.

Active board engagement in overseeing company performance, strategy and the culture of ethics should help to align the company’s approach to compensation, financial disclosure, internal controls, risk management and compliance. Therefore, in most circumstances the majority of board time should be reserved for matters related to company performance and strategy, and the ethical tone within the company.

Outside directors require considerable amounts of information as they get to know the business and the environment in which the company operates. Active involvement in prioritizing the agenda and defining information needs positions outside directors to provide objective guidance and judgment. The board should not leave decisions about the board agenda and information needs to management alone.

Company Performance and Strategic Direction

Challenges for boards include:

  1. Reserving appropriate time for review and discussion of company performance.
  2. Taking an active role in strategic planning while maintaining objectivity. (This is especially critical in enabling the board to assess the positions of activist shareholders versus management’s plans.)
  3. Supporting appropriate long-term investment and prudent risk-taking in the face of significant short-term pressures for immediate returns or other conflicts.
  4. Balancing guidance and support of management with objective assessment and constructive criticism.
  5. Holding management accountable for results in light of the agreed strategy by determining and applying performance benchmarks.
  6. Helping management anticipate and understand the potential for abrupt and long-term changes in the company’s economic, political and social environment.
  7. Testing key assumptions that underpin management’s proposed strategic plans and major transactions, including assumptions about risks.
  8. Maintaining appropriate deference to management on day-to- day operations without becoming unduly passive.

CEO Selection, Compensation and Succession

Challenges for boards include:

  1. Setting goals for the CEO (and other key executives) in line with corporate strategy, objectives and plans.
  2. Providing appropriate support, guidance and deference to the CEO while maintaining objectivity about performance.
  3. Designing compensation to attract and retain talent while aligning it with performance.
  4. Considering the CEO’s contributions in the context of the contributions of the broader team, an issue that will be highlighted with the new pay ratio disclosures.
  5. Discussing management development and succession planning on a regular basis, even regarding a new, young or high-performing CEO.
  6. Understanding and considering shareholder views about CEO compensation and succession without substituting those views for the board’s own objective judgment.
  7. Ensuring that company disclosures adequately communicate the board’s views and activities regarding compensation and succession planning.

Internal Controls, Risk Management and Compliance

Challenges for boards include:

  1. Ensuring that appropriate time is devoted to these key issues without becoming overly focused on controls and compliance.
  2. Using board committees efficiently to address these issues while keeping the entire board appropriately informed and involved.
  3. Remaining vigilant for red flags, which are often a series of yellow flags.
  4. Creating incentives for management to establish and maintain an appropriate control, risk management and compliance environment.
  5. Ensuring that the company has adopted appropriate standards of corporate social responsibility consistent with evolving societal expectations.
  6. Monitoring compliance with legal and ethical standards.

Preparing For Crisis

Shareholder Engagement and Activism

Board Composition and Leadership

________________________________

* En reprise

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Les dix (10) plus importantes activités pour une gouvernance efficace *


Vous trouverez ci-dessous un checklist qui vous sera utile pour effectuer une révision de vos processus de gouvernance.

Bonne lecture. Vos commentaires sont les bienvenus.

 

Top Ten Steps to Improving Corporate Governance :

1.      Recognise that good governance is not just about compliance

Boards need to balance conformance (i.e. compliance with legislation, regulation and codes of practice) with performance aspects of the board’s work (i.e. improving the performance of the organisation through strategy formulation and policy making). As a part of this process, a board needs to elaborate its position and understanding of the major functions it performs as opposed to those performed by management. These specifics will vary from board to board. Knowing the role of the board and who does what in relation to governance goes a long way towards maintaining a good relationship between the board and management.

2.      Clarify the board’s role in strategy

It is generally accepted today that the board has a significant role to play in the formulation and adoption of the organisation’s strategic direction. The extent of the board’s contribution to strategy will range from approval at one end to development at the other. Each board must determine what role is appropriate for it to undertake and clarify this understanding with management.

3.      Monitor organisational performance

Monitoring organisational performance is an essential board function and ensuring legal compliance is a major aspect of the board’s monitoring role. It ensures that corporate decision making is consistent with the strategy of the organisation and with owners’ expectations. This is best done by identifying the organisation’s key performance drivers and establishing appropriate measures for determining success. As a board, the directors should establish an agreed format for the reports they monitor to ensure that all matters that should be reported are in fact reported.

4.      Understand that the board employs the CEO

In most cases, one of the major functions of the board is to appoint, review, work through, and replace (when necessary), the CEO. The board/CEO relationship is crucial to effective corporate governance because it is the link between the board’s role in determining the organisation’s strategic direction and management’s role in achieving corporate objectives.

5.      Recognise that the governance of risk is a board responsibility

Establishing a sound system of risk oversight and management and internal control is another fundamental role of the board. Effective risk management supports better decision making because it develops a deeper insight into the risk-reward trade-offs that all organisations face.

6.      Ensure the directors have the information they need

Better information means better decisions. Regular board papers will provide directors with information that the CEO or management team has decided they need. But directors do not all have the same informational requirements, since they differ in their knowledge, skills, and experience. Briefings, presentations, site visits, individual director development programs, and so on can all provide directors with additional information. Above all, directors need to be able to find answers to the questions they have, so an access to independent professional advice policy is recommended.

7.      Build and maintain an effective governance infrastructure

Since the board is ultimately responsible for all the actions and decisions of an organisation, it will need to have in place specific policies to guide organisational behaviour. To ensure that the line of responsibility between board and management is clearly delineated, it is particularly important for the board to develop policies in relation to delegations. Also, under this topic are processes and procedures. Poor internal processes and procedures can lead to inadequate access to information, poor communication and uninformed decision making, resulting in a high level of dissatisfaction among directors. Enhancements to board meeting processes, meeting agendas, board papers and the board’s committee structure can often make the difference between a mediocre board and a high performing board.

8.      Appoint a competent chairperson

Research has shown that board structure and formal governance regulations are less important in preventing governance breaches and corporate wrongdoing than the culture and trust created by the chairperson. As the “leader” of the board, the chairperson should demonstrate strong and acknowledged leadership ability, the ability to establish a sound relationship with the CEO, and have the capacity to conduct meetings and lead group decision-making processes.

9.      Build a skills-based board

What is important for a board is that it has a good understanding of what skills it has and those skills it requires. Where possible, a board should seek to ensure that its members represent an appropriate balance between directors with experience and knowledge of the organisation and directors with specialist expertise or fresh perspective. Directors should also be considered on the additional qualities they possess, their “behavioural competencies”, as these qualities will influence the relationships around the boardroom table, between the board and management, and between directors and key stakeholders.

10.     Evaluate board and director performance and pursue opportunities for improvement

Boards must be aware of their own strengths and weaknesses, if they are to govern effectively. Board effectiveness can only be gauged if the board regularly assesses its own performance and that of individual directors. Improvements to come from a board and director evaluation can include areas as diverse as board processes, director skills, competencies and motivation, or even boardroom relationships. It is critical that any agreed actions that come out of an evaluation are implemented and monitored. Boards should consider addressing weaknesses uncovered in board evaluations through director development programs and enhancing their governance processes.

Voir le site www.effectivegovernance.com.au

________________________________________

* En reprise

 

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Les priorités en gouvernance en 2014 selon Harvard Law School


Je vous propose une lecture parue dans Harvard Law School Forum on Corporate Governance, publiée par Holly J. Gregory du « Corporate Governance and Executive Compensation group » de la firme Sidley Austin LLP.

On y décrit les priorités que les conseils d’administration doivent considérer en 2014 :

Les investisseurs institutionnels

Le conseil d’administration

Les priorités

Global Governance: A Review of Multilateralism...La performance de l’entreprise et l’orientation stratégique

La sélection du PCD, la rémunération, la relève

Les contrôles internes, la gestion du risque et la conformité

La préparation pour la gestion de crises

L’activisme et les relations avec le C.A.

La composition du C.A. et le leadership

Bonne lecture !

Governance Priorities for 2014

As the fallout from the financial crisis recedes and both institutional investors and corporate boards gain experience with expanded corporate governance regulation, the coming year holds some promise of decreased tensions in board-shareholder relations. With governance settling in to a “new normal,” influential shareholders and boards should refocus their attention on the fundamental aspects of their roles as they relate to the creation of long-term value.

Institutional investors and their beneficiaries, and society at large, have a decided interest in the long-term health of the corporation and in the effectiveness of its governing body. Corporate governance is likely to work best in supporting the creation of value when the decision rights and responsibilities of shareholders and boards set out in state corporate law are effectuated.

This article identifies and examines the key areas of focus that institutional investors and boards should prioritize in 2014.

Institutional Investors

  1. Apply a long-term value approach.
  2. Vote on a company-specific basis where possible.
  3. Focus on core issues.

The Board

Despite increased shareholder decision rights and influence, the board’s fundamental mandate remains to direct the affairs of the company. Key areas for boards to focus on include:

  1. Defining board priorities.
  2. Monitoring company performance and setting strategic direction.
  3. Selecting and compensating the CEO and planning for succession.
  4. Attending to internal controls, risk management and compliance.
  5. Preparing for a crisis.
  6. Engaging with shareholders and responding to shareholder activism.
  7. Determining board composition needs and leadership structure.

Board Priorities

Boards determine how to apportion their very limited time based on board responsibilities and the unique needs of the company. Each board must define the priorities that will shape its agenda and determine the information it needs to govern, driven by the needs of the business. Boards add value when they help management cope with the complex context in which the company operates, and when they support management in focusing on the long-term interests of the company and its shareholders.

Active board engagement in overseeing company performance, strategy and the culture of ethics should help to align the company’s approach to compensation, financial disclosure, internal controls, risk management and compliance. Therefore, in most circumstances the majority of board time should be reserved for matters related to company performance and strategy, and the ethical tone within the company.

Outside directors require considerable amounts of information as they get to know the business and the environment in which the company operates. Active involvement in prioritizing the agenda and defining information needs positions outside directors to provide objective guidance and judgment. The board should not leave decisions about the board agenda and information needs to management alone.

Company Performance and Strategic Direction

Challenges for boards include:

  1. Reserving appropriate time for review and discussion of company performance.
  2. Taking an active role in strategic planning while maintaining objectivity. (This is especially critical in enabling the board to assess the positions of activist shareholders versus management’s plans.)
  3. Supporting appropriate long-term investment and prudent risk-taking in the face of significant short-term pressures for immediate returns or other conflicts.
  4. Balancing guidance and support of management with objective assessment and constructive criticism.
  5. Holding management accountable for results in light of the agreed strategy by determining and applying performance benchmarks.
  6. Helping management anticipate and understand the potential for abrupt and long-term changes in the company’s economic, political and social environment.
  7. Testing key assumptions that underpin management’s proposed strategic plans and major transactions, including assumptions about risks.
  8. Maintaining appropriate deference to management on day-to- day operations without becoming unduly passive.

CEO Selection, Compensation and Succession

Challenges for boards include:

  1. Setting goals for the CEO (and other key executives) in line with corporate strategy, objectives and plans.
  2. Providing appropriate support, guidance and deference to the CEO while maintaining objectivity about performance.
  3. Designing compensation to attract and retain talent while aligning it with performance.
  4. Considering the CEO’s contributions in the context of the contributions of the broader team, an issue that will be highlighted with the new pay ratio disclosures.
  5. Discussing management development and succession planning on a regular basis, even regarding a new, young or high-performing CEO.
  6. Understanding and considering shareholder views about CEO compensation and succession without substituting those views for the board’s own objective judgment.
  7. Ensuring that company disclosures adequately communicate the board’s views and activities regarding compensation and succession planning.

Internal Controls, Risk Management and Compliance

Challenges for boards include:

  1. Ensuring that appropriate time is devoted to these key issues without becoming overly focused on controls and compliance.
  2. Using board committees efficiently to address these issues while keeping the entire board appropriately informed and involved.
  3. Remaining vigilant for red flags, which are often a series of yellow flags.
  4. Creating incentives for management to establish and maintain an appropriate control, risk management and compliance environment.
  5. Ensuring that the company has adopted appropriate standards of corporate social responsibility consistent with evolving societal expectations.
  6. Monitoring compliance with legal and ethical standards.

Preparing For Crisis

Shareholder Engagement and Activism

Board Composition and Leadership

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Les dix (10) plus importantes activités pour une gouvernance efficace


To ensure that your board is continually reviewing and enhancing its governance processes, this checklist will provide a good starting point.

Top Ten Steps to Improving Corporate Governance :

1.      Recognise that good governance is not just about compliance

Boards need to balance conformance (i.e. compliance with legislation, regulation and codes of practice) with performance aspects of the board’s work (i.e. improving the performance of the organisation through strategy formulation and policy making). As a part of this process, a board needs to elaborate its position and understanding of the major functions it performs as opposed to those performed by management. These specifics will vary from board to board. Knowing the role of the board and who does what in relation to governance goes a long way towards maintaining a good relationship between the board and management.

2.      Clarify the board’s role in strategy

It is generally accepted today that the board has a significant role to play in the formulation and adoption of the organisation’s strategic direction. The extent of the board’s contribution to strategy will range from approval at one end to development at the other. Each board must determine what role is appropriate for it to undertake and clarify this understanding with management.

3.      Monitor organisational performance

Monitoring organisational performance is an essential board function and ensuring legal compliance is a major aspect of the board’s monitoring role. It ensures that corporate decision making is consistent with the strategy of the organisation and with owners’ expectations. This is best done by identifying the organisation’s key performance drivers and establishing appropriate measures for determining success. As a board, the directors should establish an agreed format for the reports they monitor to ensure that all matters that should be reported are in fact reported.

4.      Understand that the board employs the CEO

In most cases, one of the major functions of the board is to appoint, review, work through, and replace (when necessary), the CEO. The board/CEO relationship is crucial to effective corporate governance because it is the link between the board’s role in determining the organisation’s strategic direction and management’s role in achieving corporate objectives.

5.      Recognise that the governance of risk is a board responsibility

Establishing a sound system of risk oversight and management and internal control is another fundamental role of the board. Effective risk management supports better decision making because it develops a deeper insight into the risk-reward trade-offs that all organisations face.

6.      Ensure the directors have the information they need

Better information means better decisions. Regular board papers will provide directors with information that the CEO or management team has decided they need. But directors do not all have the same informational requirements, since they differ in their knowledge, skills, and experience. Briefings, presentations, site visits, individual director development programs, and so on can all provide directors with additional information. Above all, directors need to be able to find answers to the questions they have, so an access to independent professional advice policy is recommended.

7.      Build and maintain an effective governance infrastructure

Since the board is ultimately responsible for all the actions and decisions of an organisation, it will need to have in place specific policies to guide organisational behaviour. To ensure that the line of responsibility between board and management is clearly delineated, it is particularly important for the board to develop policies in relation to delegations. Also, under this topic are processes and procedures. Poor internal processes and procedures can lead to inadequate access to information, poor communication and uninformed decision making, resulting in a high level of dissatisfaction among directors. Enhancements to board meeting processes, meeting agendas, board papers and the board’s committee structure can often make the difference between a mediocre board and a high performing board.

8.      Appoint a competent chairperson

Research has shown that board structure and formal governance regulations are less important in preventing governance breaches and corporate wrongdoing than the culture and trust created by the chairperson. As the “leader” of the board, the chairperson should demonstrate strong and acknowledged leadership ability, the ability to establish a sound relationship with the CEO, and have the capacity to conduct meetings and lead group decision-making processes.

9.      Build a skills-based board

What is important for a board is that it has a good understanding of what skills it has and those skills it requires. Where possible, a board should seek to ensure that its members represent an appropriate balance between directors with experience and knowledge of the organisation and directors with specialist expertise or fresh perspective. Directors should also be considered on the additional qualities they possess, their “behavioural competencies”, as these qualities will influence the relationships around the boardroom table, between the board and management, and between directors and key stakeholders.

10.     Evaluate board and director performance and pursue opportunities for improvement

Boards must be aware of their own strengths and weaknesses, if they are to govern effectively. Board effectiveness can only be gauged if the board regularly assesses its own performance and that of individual directors. Improvements to come from a board and director evaluation can include areas as diverse as board processes, director skills, competencies and motivation, or even boardroom relationships. It is critical that any agreed actions that come out of an evaluation are implemented and monitored. Boards should consider addressing weaknesses uncovered in board evaluations through director development programs and enhancing their governance processes.

See on www.effectivegovernance.com.au

La gestion des risques dans un contexte plus incertain !


Voici le récent rapport annuel publié par la firme Accenture portant sur l’étude de la gestion des risques à l’échelle globale. L’étude a été effectuée auprès de 450 professionnels de la gestion des risques globaux.

Les résultats montrent que la gestion des risques devient de plus en plus intégrée dans la prise de décision notamment dans la budgétisation, les investissements et les stratégies corporatives. Les risques de nature légale sont considérés comme prédominants en ces temps incertains. Le rapport présente les résultats de manière très illustré.

J’ai reproduit, ci-dessous, les quatre conclusions que les auteurs tirent de cette étude internationale. Bonne lecture.

Risk management for an era of greater uncertainty

Conclusion: Four things to do differently

Since publication of the first Accenture Global Risk Management Study in 2009,it is clear that many organizations have made great strides in developing risk management functions, but others have been left behind.

Our 2013 Global Risk Management Study finds nearly all surveyed firms give higher priority to risk management now than they did two years ago. But there is still much room for improvement.

There appear to be large gaps between expectations of the risk management function’s role in meeting broader goals and its perceived performance— for every organizational goal we surveyed. In the following pages we have provided a wealth of data and many examples of how others are addressing the various challenges to more effectively manage risk in an era of greater uncertainty.

The Report lays out in more detail the current market pressures, shares insights on how firms are leveraging the risk management function to respond to these challenges and provides data and examples of what it can mean to be a high performance risk function.

However, to provide some “sign-posts” as you read through the information, we identified four of the more significant key actions which are evidently helping organizations reach their risk capability goals for 2015.

1. Treat risk as a “people game,” developing risk staff with business acumen.

If the risk management function is to play its elevated role more effectively, it increasingly will rely on risk staff with a deep understanding of the broader business.

2. Look ahead, as new types of risks are relentless, and develop capabilities that match tomorrow’s risks.

Risk capability plans should aim to be at least in concert with the organization’s business development plans, and often should be leading, rather than lagging.

3. Manage regulation through a transformational lens.

Many industries are being forced to rethink their business models, processes, reporting and data structures to better enable effective regulatory solutions. Seeking the opportunities to align these efforts with the business change agenda can lessen future complexity.

4. Focus on insight, not just data and analytics, and develop the “human element” of risk technology.

It is important not to miss the forest for the trees: technology, data, and analytics can only have value if their insights can be put into action.

Articles reliés :

Le « risque réputationnel » : Une priorité des Boards* (jacquesgrisegouvernance.com)

As Risk Management Gains Stature in the C-Suite, Accenture Finds Risk Managers Challenged by Skills Shortages and Insufficient Analytics Capabilities (fool.com)

Managing Risk or Creating It? The Real Message Behind the 2014 World Development Report (developmentintern.com)

The Risk of Risk Management (sixfoot4.wordpress.com)

Action is not optional: Risk Management Study (strategizingtaxrisks.com)

Risque de réputation : risque capital pour les organisations


Vous trouverez ci-dessous un court article de Andrea Bonime-Blanc*, PDG de GEC Risk Advisory, sur le risque réputationnel. Cet article est partagé par Denis
Lefort, CPA, CA, CIA, CRMA, Expert-conseil – Gouvernance, Audit interne, Contrôle. Dans son article, l’auteur précise ce qu’est le risque de réputation et comment celui-ci peut être la résultante de sept autres catégories de risques :

Le risque politique

Le risque opérationnel

Le risque financier

Le risque technologique

Le risque légal

Le risque lié à la chaîne d’approvisionnement

Le risque lié au leadership et à la culture

Cet article est très intéressant (1) parce qu’il présente une nomenclature et une terminologie des principaux risques organisationnels et (2) parce qu’il montre comment chacun de ces risques peut affecter négativement la réputation de l’entreprise. Bonne lecture.

The GlobalEthicist – Risky business

While every organisation (whether for profit, non-profit, governmental or academic) will face varied threats, it’s important to understand how universal risks might apply to a particular business or entity.

Reputation
Reputation (Photo credit: krossbow)

It is safe to say that any global actor may have several or all of the following big bucket risk categories to deal with at any given time: political, operational, financial, legal, supply chain, technological, and leadership/culture.

And then there is something we loosely call “reputation risk”. What is reputation risk? Is it a separate risk category to add to the list or is it another kind of threat altogether? I would argue that it is not an additional category but a different kind of cross-cutting risk – an altogether different animal that is nevertheless interconnected with the other seven categories.

Let’s work our way through that statement. It is arguable that some of the seven categories have overlapping issues, and we could manage with fewer overall categories. Each of these major categories, however, is distinct and emanates from a different place. Let’s define these contours and then revisit how reputation risk relates back to these categories.

________________________________________________________________

*Dr Andrea Bonime-Blanc is chief executive of GEC Risk Advisory, a global governance, risk and reputation consultancy to boards and the C-suite. She is chair emeritus of the Ethics and Compliance Officer Association, a member of Ethical Corporation’s editorial advisory board, a programme director at The Conference Board and a life member of the Council on Foreign Relations. @GlobalEthicist

Article relié :

Le « risque réputationnel » : Une priorité des Boards* (jacquesgrisegouvernance.com)

Cadre international de communication intégrée de l’information | Enjeux pour les auditeurs internes


Denis Lefort, CPA, CA, CIA, CRMA, expert-conseil / Gouvernance, Audit interne, m’a fait parvenir le projet de référentiel très utile aux personnes intéressées par l’audit interne. Pour ceux qui n’en auraient pas encore pris connaissance, l’Institut des auditeurs internes (IAI) a publié un document de type Flash Alert en lien avec une initiative mondiale du IIRC (International Integrated Reporting Council) portant sur un cadre international de communication intégrée de l’information.

Le document joint de l’IAI résume les enjeux et l’opportunité que cela représente pour les auditeurs internes.

INTEGRATED REPORTING AND THE EMERGING ROLE OF INTERNAL AUDITING

La 2e version préliminaire du cadre de l’IIRC a été publiée en avril 2013 et la version finale est prévue pour décembre 2013. Comme vous le constaterez, ce cadre déborde largement les informations financières pour inclure aussi par exemple celles liées à la propriété intellectuelle, les opérations, et les RH.

The Rewarding Profession of Internal Audit / C...
The Rewarding Profession of Internal Audit / Corporate Management (Photo credit: danielleherner)

Pour information, je vous joins aussi la version française du cadre préliminaire proposé par l’IIRC, lequel est entré dans une phase de consultation pour commentaires.

Projet de référentiel international <IR> pour consultation

Articles reliés :

Useful Internal Auditing in 4 Easy Steps (isocertificationaustralia.com)

Should Internal Audit Be Responsible for Detecting Fraud? (cmswire.com)

EY joins call for internal audit to improve (normanmarks.wordpress.com)

Enquête de Aon sur la gestion globale des risques en 2013


English: Tactical Risk Management model, compa...
English: Tactical Risk Management model, comparing and valuing 10 different risk or opportunity propositions (Photo credit: Wikipedia)

Vous pouvez consulter les résultats de l’enquête menée par Aon sur la gestion globale des risques en 2013 : Global Risk Management Survey 2013.

The ability to anticipate opportunities and effectively respond to threats is critical for organizations to grapple with new challenges. Fact-based insights are the best way to ensure optimal decision making. Aon’s 2013 Global Risk Management Survey report is part of this process, capturing the latest risk trends and priorities facing companies around the world. The report unveiled the top 10 risks now and three years in the future. Conducted in Q4 2012, the web-based survey gathered input from 1,415 respondents — a 47 percent increase in respondents from the 2011 survey — from 70 countries in all regions of the world and was conducted in 10 languages.

Global Risk Management Survey 2013

Here are the top 10 risks ranked in the report:

Risk Description Risk Rank – 2013 Risk Rank  – Projected 2016
Economic slowdown/slow recovery 1 1
Regulatory/legislative changes 2 2
Increasing competition 3 3
Damage to reputation/brand 4 8
Failure to attract or retain top talent 5 5
Failure to innovate/meet customer needs 6 4
Business interruption 7 11
Commodity price risk 8 7
Cash flow/liquidity risk 9 10
Political risk/uncertainties 10 6

In addition to identifying the top risk concerns facing companies today, the survey findings also cover the following topics:

How companies identify and assess risk

Approach to risk management and board involvement

Risk management functionsInsurance markets

Risk financing

Global programs

Captives

The survey is still open for participation and risk decision makers are invited to participate in the survey and will receive a complimentary customized report based on their industry, geography and revenue size. To take the survey, visit aon.com/grms2013.

Note: When the survey page loads, please select « First Time Users Click Here » to start the survey.

Articles reliés au sujet :

Top 10 Risks Businesses Fear Most (forbes.com)

Risk Management Dilemma in Digital marketing! (whatisdigitalmarketing.wordpress.com)

The Origins of Risk Management. (littleriskal.wordpress.com)

The Importance of Risk Management (vigilantsoftware.co.uk)

Risk management: A term usually coined i (shafattac.wordpress.com)

La gestion du risque et le contrôle | La position de l’Institut de l’Audit Internes (IAI)


Vous trouverez, ci-joint, la plus récente prise de position de l’Institut de l’audit interne publiée en janvier 2013 et partagée par Sean Lyons de Corporate Defense Management (CDM) et par Denis Lefort, CPA, CIA, CRMA et Expert-conseil Gouvernance, Audit, Contrôle. Selon ce dernier, cette prise de position de l’IAI décrit bien les rôles et responsabilités des intervenants au niveau des trois lignes de défense tout en insistant sur l’importance d’une coordination efficace et efficiente entre les trois lignes concernées de même que sur l’importance pour la direction et le comité de vérification de clarifier leurs attentes quant à ces trois groupes. Veuillez lire ce document pour plus d’informations concernant chaque volet.

The Three Lines of Defense in Effective Risk Management and Control  |  IIA Position Paper

The Risk Management Framework (NIST Special Pu...
The Risk Management Framework (NIST Special Publication 800-37). (Photo credit: Wikipedia)

« Senior management and governing bodies collectively have responsibility and accountability for setting the organization’s objectives, defining strategies to achieve those objectives, and establishing governance structures and processes to best manage the risks in accomplishing those objectives.The Three Layers of Defense Model outlined in the paper is designed for organizations of any size and any level of complexity. It can also benefit organizations that do not yet have a formal risk management framework or system in place, as it provides a straightforward approach to coordinating duties to cover gaps and avoid duplication of effort related to risk management initiatives. The Three Lines of Defense model is best implemented with the active support and guidance of the organization’s governing body and senior management ».

1 – THE FIRST LINE OF DEFENSE: OPERATIONAL MANAGEMENT

2 – THE SECOND LINE OF DEFENSE: RISK MANAGEMENT AND COMPLIANCE FUNCTIONS

3 – THE THIRD LINE OF DEFENSE: INTERNAL AUDIT

Veuillez lire ce document pour plus d’informations sur chaque ligne de défense.

Articles reliés :

Strongest Outlook for Internal Audit Resources in Five Years, Reports The Institute of Internal Auditors (virtual-strategy.com)

Does the focus on risk management inhibit performance? (normanmarks.wordpress.com)

Les facteurs-clés à prendre en considération par les administrateurs de sociétés en 2013


Voici un court article, publié dans Harvard law School Forum on Corporance Governance, qui présente les principaux thèmes d’intérêt en gouvernance à l’approche de l’année 2013. Ci-dessous un extrait des suggestions.Je vous encourage à lire l’article.

Key Issues for Directors in 2013

English: Risk management sub processes
English: Risk management sub processes (Photo credit: Wikipedia)

« For a number of years, as the new year approaches, I have prepared for boards of directors a one-page list of the key issues that are newly emerging or will be especially important in the coming year. Each year, the legal rules and aspirational best practices for corporate governance, as well as the demands of activist shareholders seeking to influence boards of directors, have increased. So too have the demands of the public with respect to health, safety, environmental and other socio-political issues. In The Spotlight on Boards, I have published a list of the roles and responsibilities that boards today are expected to fulfill. Looking forward to 2013, it is clear that in addition to satisfying these expectations, the key issues that boards will need to address include:

1. Working with management to encourage entrepreneurship, appropriate risk taking, and investment to promote the long-term success of the company …

2. Working with management and advisors to review the company’s business and strategy …

3. Resisting the escalating demands of corporate governance activists …

4. Organizing the business, and maintaining the collegiality, of the board and its committees …

5. Developing an understanding of shareholder perspectives …

6. Developing an understanding of how the company and the board will function in the event of a crisis …

7. Retaining and recruiting directors who meet the requirements for experience, expertise, diversity, independence, leadership ability and character … 

8. Working with management to cope with the proliferation of new regulations …

9. Dealing with populist demands, such as criticism of executive compensation and risk management … » 

Votre entreprise est-elle préparée à prendre en compte les risques environnementaux et sociaux ? Et votre C.A. ?


Les actionnaires exercent de plus en plus de pressions sur les C.A. afin que ceux-ci prennent en compte les risques environnementaux et sociaux. Voici un article publié par E&Y qui fait un excellent résumé de la situation. À lire.

 

Aujourd’hui, c’est le premier anniversaire du blogue Gouvernance   |  Jacques Grisé et ce billet est le 365e de l’année, ce qui représente une moyenne d’une publication par jour. Je me propose de tenir le rythme pour les prochaines années.

 

Faites de mon blogue votre source d’information indispensable sur les activités et les actualités en gouvernance de sociétés. Merci.

 

English: Risk Management road sign
English: Risk Management road sign (Photo credit: Wikipedia)

 

« Shareholders are asking boards to mitigate risks tied to evolving regulations, shifting global weather patterns and heightened public awareness of climate change issues. Summary: Proposals from shareholders reveal that investors find their company’s social and environmental policies correlated with its risk management strategy — and ultimately its financial performance. We estimate that half of all shareholder resolutions in 2011 will center on social and environmental issues. »

 

 

In 2011, shareholder proposals are expected to focus on the following issues:

 

  1. Social/environmental. Expected to make up the largest portion of proposals this year, these proposals will focus on political contributions and lobbying, human rights and labor practices, sustainability and greenhouse gases, environmental risk and toxic chemicals.
  2. Board-focused matters. Expected to represent the second-largest category of proposals, these initiatives will center on board composition, independent leadership, majority voting to elect directors and board declassification.
  3. Strategic and antitakeover-related-issues. Typically these proposals seek to eliminate supermajority vote requirements, and to allow shareholders to call special meetings or act by written consent.
  4. Executive compensation. As this is the first year for mandatory say-on-pay provisions giving shareholders the right to vote on executive pay, fewer proposals will relate to compensation arrangements.
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