Author: Carol Ward

Categories
Board Effectiveness

Board Committee Prep is a Team Sport

At most companies, each board committee has a “staff officer” who works with the corporate secretary to coordinate committee work. The staff officer’s expertise matches the committee’s role – the controller or internal auditor for the audit committee, someone in HR for the compensation or human capital management committee. Typically, the governance committee falls to the corporate secretary.  

These staff officers are key to committee effectiveness and are key teammates for corporate secretaries. Working together, they can ensure that agenda are well-crafted and committee time is well-spent. They also work together to see that committee briefing materials are well-prepared. They acquaint preparers with any “norms” the company has set for board briefing materials (e.g., decks not prose memos, not more than 12 pages, text must be at least 14pt font, each page must have a clear purpose stated at the top).  They help colleagues understand the committee’s role and that preparing materials for the committee is different from preparing materials for management.  

Staff officers and corporate secretaries can also leverage their experience to coach colleagues who are attending a committee meeting for the first time or will need to deal with a particularly contentious agenda topic. Some committees are looking for a “presentation” but more are looking for fulsome discussion. Preparing colleagues for committee discussion will make the employees more confident going into the discussion and committee meetings more effective. Helping those employees can also enhance those employees’ careers.

Categories
Governance News

How DOJ Compliance Update Impacts Boards

DOJ Compliance Update: What does it mean for Boards?
The Way Forward | Foresight BoardOps can help you navigate complex corporate governance issues.

DOJ Compliance Update: What does it mean for Boards?

In June 2020, the US Department of Justice (“DOJ”) issued updated corporate compliance guidance1.

What Stays the Same? DOJ continues to urge companies to:

  1. Adopt a risk-based compliance program, based on results of a rigorous assessment of the company’s risks,
  2. Embed preventative and detective controls tailored to those particular risks, and
  3. Be data driven in monitoring the effectiveness of those controls.

What Changes? The update suggests that the DOJ will be looking more closely at whether a company’s compliance program:

  1. Is adequately resourced,
  2. Has formalized processes to evaluate its effectiveness on an ongoing basis,
  3. Incorporates the use of data analytics, and
  4. Addresses relevant cross-border implications.

Why is This Update Important? More than ever, company reputation impacts shareholder value. A well-run compliance program is important to company reputation. It can give investors, employees (current and prospective), suppliers, customers, and communities a real sense of the company and its commitment to integrity. Compliance is also a key element in risk management.

What Does This Mean for Your Board’s Oversight of Risk and Compliance programs?  To get a better understanding of what the DOJ update means for your company and board, here are several questions that your directors might want to ask the company’s Chief Compliance Officer (“CCO”) when the CCO next reports to your board or board committee. If a CCO report is not on an upcoming agenda, it would be good to add it!

Are We Resourcing Our Program Appropriately? In the past, the DOJ’s asked whether your compliance program was “being implemented effectively.” Going forward, the DOJ is likely to also ask whether your program is “adequately resourced and empowered to function effectively.” As COVID is prompting companies to cut budgets where they can, it would be good to talk with your CCO about whether the company is providing appropriate budget and authority to run the compliance program. It might not be a “yes/no” question and it is a good one to ask regularly as your company’s business evolves.

Data is a resource too. Asking your CCO about IT support being provided to the compliance function is important because the DOJ is looking for companies to provide compliance personnel with the data they need for “timely and effective monitoring and/or testing of policies, controls, and transactions.”

How Are We Using Ongoing, Data-Driven Processes to Ensure Our Program’s Effectiveness? The DOJ is still looking at whether your compliance program is effective but it also wants to see that your company has formalized processes to evaluate your program, those processes are generating useful data, and your company is updating its program based on those evaluations and data. No more will you receive credit for updates made “in light of lessons learned.” It would be good to talk with your CCO about how your company would demonstrate that:

  1. Review of your compliance program is “based upon continuous access to operational data and information across functions,” and
  2. Your program includes a formalized tracking process to track your company’s and compliance developments in your industry.

Are We Making It Easy for Employees to be Compliant? The DOJ also wants companies to make compliance easy for employees. Consider talking with your CCO about whether your company’s policies and procedures are readily available and searchable so employees can find pertinent provisions. And it would be good to ask how your CCO tracks the most accessed policies and what that tells the CCO.

Is Our Training Effective? The DOJ will ask, so consider asking your CCO:

  1. How is our company evaluating our training’s effectiveness?
  2. How do our employees get answers to questions or issues prompted by our training?

Do Our Acquisition Plans Include a Post-Acquisition Compliance Audit?  

In What Ways are We Multi-National? Few companies are purely domestic. Supply chains, IT/data and sales can easily take a “domestic” company outside the US. It’s not easy to structure a multi-national compliance program given variations in laws and circumstances in each of the countries where a company does business. Talk with the CCO about the how the company’s compliance program takes into account the multi-national aspects of your business and what rationale your company uses in support of compliance decisions made in a multi-national context, including how those decisions “maintain the integrity and effectiveness” of your compliance program.

Conclusion

Hopefully, these suggestions can form the basis for an ongoing, dynamic interchange between the board (or the audit or risk committee) and your CCO. And that interchange can help the CCO and company in efforts to improve compliance and mitigate risk in line with DOJ guidance.

_____________________

1 U.S. Dep’t of Justice, Criminal Division, “Evaluation of Corporate Compliance Programs” (June 1, 2020), https://www.justice.gov/criminal-fraud/page/file/937501/download.

Categories
BoardOps

Board Agility in Times of Crisis

The SEC’s Corp Fin Staff is looking for disclosure that enables investors to understand how management and boards are analyzing current and expected impacts of COVID-19 on company operations and financial condition, including liquidity and capital resources. For this reason, in planning your company’s upcoming board and committee meetings, you may want to:

1) Incorporate COVID elements into briefing materials for standing agenda topics and/or

2) Add additional agenda topics in order to appropriately address unprecedented circumstances created by COVID.

Here are a few thoughts about how boards can do that effectively and how Foresight® can provide board agility in times of crisis:

COVID’s Impact on Company Finances: SEC guidance suggests that, as basis for disclosure, your board would address:

  • Short- and long-term funding and liquidity risks
  • Burn rate and ability to withstand sharp declines in sales or supply chain disruptions.

Perhaps your Finance team could prepare updated liquidity analyses taking into account such variables as COVID “high water” unemployment levels where your company does business and your company’s personnel actions (pay cuts or increases, furloughs, layoffs, and recall actions and plans). That can support board discussion of:

  • Use of lines of credit and government support programs, access to capital markets
  • Scenario planning for expected, faster, and slower recovery
  • Cost savings (or increases) from COVID-related changes to your business  
  • Material changes to your company’s cost of capital.

Several Foresight Agenda Topics lend themselves to board discussion of COVID-related financial information:

  • Report of the Chief Financial Officer: The CFO could report on COVID-related impacts on the balance sheet, cash flow, financings, progress on strategic transactions, investor response to recent company announcements, etc. The CFO might also review COVID’s Supply Chain impacts, e.g., weaknesses, uncertainties, and workarounds.
  • Report on financial reporting issues. Your audit committee will likely expect to hear how you are applying Staff guidance to company filings.
  • Approve capital strategy and annual capital plan. Your board will likely look more closely at dividend policy, debt structure, working capital, capital needs/uses for the year (including accelerating or postponing specific capital projects).
  • Approve debt. Your board may need to authorize the issuance of specific debt instruments or delegate authority to issue debt.
  • Report on major financial risks:  It is timely to review COVID’s impact on major financial risks, disclosure, and controls created to mitigate those risks.

COVID’s Impact on Sales: To the extent relevant, briefing materials and board discussion could cover:

  • Lost, improved, or significant shifts in Sales and anticipated recovery
  • New/modified customer payment terms – including financing that the company provides
  • Revenue cycle days and accounts payable days

These Foresight Agenda Topics lend themselves to discussion of COVID-related Sales information:

  • Report of the CEO – Business Update: This is an opportune time to share significant COVID-related developments, including any regarding Sales.
  • Report of the Chief Financial Officer: The CFO’s Report complement’s the CEO’s Report with updates on operating results, including Sales.
  • Report on Operating Segments: It is useful for each operating segment to annually discuss the segment with the full board – this year’s reports would include COVID’s impact on Sales.

COVID’s Impact on Risk: Board discussion could address:

  • Update of your Enterprise Risk Management (“ERM”) program to identify new COVID-related risks or uncertainties including material operational risks and uncertainties
  • Cybersecurity Risk associated with increased numbers of employees “Working from Home” (WFH)
  • Reputational risk from company COVID-related actions/inaction and, although not mentioned in SEC guidance, risk from company actions/inaction in response to recent protests

These Foresight Agenda Topics lend themselves to discussion of COVID-related Risk information:

  • Review enterprise risk management program: Annually, the board reviews the annual ERM risk assessment. COVID’s impact on your business may warrant an update to your ERM and report to your board.
  • Review strategically significant environmental, social and governance (ESG) risks: Your company and investors may use environmental, social and governance (ESG) criteria assess risks from your products and business operations and practices. As it relates to COVID:  
    • Social: Company relationships with its employees, suppliers, customers, and the communities in which it operates, and the company’s health and safety policies
    • Governance: Risk-based incentives.

COVID’s Impact on Information Technology: Board discussion can cover:

  • WFH: Does your company need to invest in new equipment to address your company’s technical capabilities? How has WFH impacted productivity?
  • Results of/lessons learned from new COVID-prompted tech initiatives

These Foresight Agenda Topics lend themselves to discussion of COVID-related Risk information:

  • Review company’s information technology capabilities: This year’s review could include assessment of capabilities versus post-COVID-needs.
  • Review role of technology in the company’s business and industry: It is useful to review the role of technology in post-COVID strategy, including key aspects of tech-reliant processes and products.

COVID’s Impact on Human Capital Management (HCM): Board discussion can cover:

  • Employee health and wellness, including retrofitting facilities (especially manufacturing facilities), procedures to ensure health and safety, and sick leave policies
  • Plans for facilities use – short- and long-term – including WFH
  • Return to work planning: accommodation and limits, and security measures addressing protests/looting

These Foresight Agenda Topics lend themselves to discussion of COVID-related HCM.

  • Review HCM programs including succession planning (below C-suite) During the HCM committee’s review of human capital management programs (e.g., recruitment, retention, evaluation, compensation, succession planning), it is good to consider the programs’ alignment with company values, culture, strategic direction, and compensation philosophy.
  • Review diversity and inclusion: The HCM committee receives reports on the status of the workforce regarding diversity (gender and ethnicity), equity and inclusion efforts – and that reporting should include consideration of recent protests.

COVID’s “Silver Linings”: Some companies are finding business opportunities in COVID. (E.g., Remote meeting services have never had greater demand, but even they must significantly invest more in security provisions.) Board consideration of new opportunities is warranted. 

  • New innovations in processes or product/service
  • New customer needs or perceptions
  • Distribution improvements:  e.g., moving to the cloud, increased on-line activity,
  • Regulatory changes (albeit some only temporary) and regulatory advice to specific industries (e.g., COVID-related relaxation in pharma, banking, insurance)

Conclusion

COVID has changed how many many things are done – including how boards carry out their responsibilities. Foresight provides boards agility in times of crisis, including tools for effective agenda planning and support for high-quality board discussions, decisions, and disclosure.

To learn more about Foresight®, click here: https://foresight.board-ops.com/

© 2020 Corporate Governance Partners, Inc., Chicago, IL 60601

Categories
Board Effectiveness

Educating Your Board – at Every Meeting

Increasingly, investors want to know what companies are doing to educate their boards – and look for that information in proxy statements. University law schools and business schools are offering multi-day seminars. Accounting firms and consultants offer on-line training. In addition, board education can also be happening at every board and committee meeting. But not in the way you are thinking.

For every meeting, management and board advisors prepare significant amounts of advance materials (often called “briefs”). Too often these materials are not as “educational” as they could be. Here are a few suggestions for remedying that:

  • Explain why the topic is on the agenda. Is it required to comply with a regulatory requirement? Is it driven by an internal process – like succession planning? Telling directors why they are being asked to address this agenda topic grounds everyone in an understanding of purpose. Write something like “The SEC requires that the Audit Committee at least annually review….” Also, explain whether this agenda topic 1) is “Offense” (growth-related) or “Defense (risk-mitigating) and 2) relates to Leadership, Strategy, or Execution  (Learn more about Foresight’s proprietary agenda topics hierarchy at foresight.board-ops.com).
  • Specify the desired outcome from the agenda topic. Review and discussion leading to advice to management? Alignment between board and management on strategy? Decision on proposed transaction? Telling directors what management, after consultation with the Lead Director or Chair, is looking to accomplish with the board will help to frame the discussion. Write something like “Following discussion, the committee will be asked to approve the updated executive compensation program and performance measures for the 2020-2022 performance period.”
  • Provide external context for the agenda topic. If other companies are addressing this same agenda topic in some fashion, note that and explain why they are. If this is a purely company-specific topic, say that. Say something like “As a result of our company’s 2019 acquisition of BBB Company, the company must decide/report/is subject to/whatever….”.  
  • Anticipate the question: “What are our peers doing about this?”  Whether the board is addressing a new corporate policy on hedging or a compensation program provision or almost any topic, management will be asked. Directors want to know what peers are doing – not to follow like lemmings but to understand the landscape of alternatives and practices being used by others in similar circumstances.
  • Help those drafting briefing materials to understand the board’s role. Help them to identify the information critical to the board decision-making. Sending 100 pages of dense data is unlikely to help the board make the best decision. Better to pick the key data points, explain why those are the key data points, and focus the brief on those data points that will enable the board to make the best strategic or leadership decision or to provide management with considered advice and insights.
  • If your company’s significant investors have a point of view on the agenda topic, include that information. If your investors have varying views, explain the reason for those divergent views, if known. This information may not be dispositive, but it should be provided.

Hopefully these suggestions are helpful to you. And, if you follow our suggestions, you and your board will be better prepared for board meetings and you can describe your improved approach to board briefs in your next proxy statement.

Categories
Board Effectiveness

COVID-19 Response: Elevate Your Board’s Priorities

COVID-19 Reinforces the Importance of Elevating Your Board’s Priorities
Use Foresight Board Ops to take a measured and objective approach to improving your board work.

How to determine your board’s priorities during the COVID-19 pandemic? Your board had and still has three priorities:   

  1. Leadership – people questions
  2. Strategy – planning issues
  3. Execution – monitoring performance

What has changed is what your board should emphasize within those three priorities.

Your Board’s Leadership Priority

Leadership questions tend to be long-term. Example: Selecting the CEO has long-term (10-15 year) impact. But with COVID-19, some emphasis within the Leadership Priority has shifted as these other important Leadership decisions demonstrate:

  • What is your company’s executive succession plan – both emergency (e.g., CFO contracts COVID-19) and long-term (e.g., EVP of HR plans to retire in 3-5 years)? 
  • How should your board evaluate and compensate your CEO, including for your CEO and team’s handling of COVID-19 at your company? 
  • What are the risks in your company’s compensation system? How has COVID-19 changed those?
  • Does your board have the right combination of directors to oversee your company through COVID-19 and into the future? What tenure or age limits should apply to your directors? What perspectives or experience should be recruited? 
  • What workforce policies can help to build a specific corporate culture to best respond to new challenges?
  • What adjustments should your company make to adapt to COVID-19 workforce impacts including enhanced workplace safety due to COVID-19?

When making these Leadership decisions, your board is the main actor. Your management researches and advises your board on these questions.

Your Board’s Strategy Priority

Strategy questions (e.g., your company’s strategic plan) tend to have a medium-term time horizon (3-5 years). These questions require your board and management to work collaboratively. Your board cannot develop the first draft of your company’s strategic plan. Rather, management must propose a vision and path to move your company forward. Before approving your strategic plan, your board challenges management’s underlying assumptions, methods, and goals; debates the projected impact – including of COVID-19; and reviews every business unit’s major drivers. COVID-19 requires that your management and board revisit your company’s strategic plan in light of new opportunities, risks, and impacts. The desired outcome: your board approves an updated strategic plan that can carry your company through COVID-19.

Other important Strategy questions – with a COVID twist added – include:

  • How will your company grow? At what pace – factoring in COVID-19?
  • Into which new businesses or geographies should your company expand? Will COVID-19 slow expansion plans?
  • What are your company’s biggest risks (and how is your company mitigating them)? What additional risks has COVID-19 added or increased (and how will your company mitigate them)?
  • What new products or services should your company offer? Has COVID-19 reduced the viability of previously planned product launches? Are there opportunities for your company in COVID-19?  
  • Which of your existing products are at risk from COVID-19 or other product substitution, rather than direct competition? 
  • How have recent events changed your investors’ expectations regarding your company’s governance practices, employment practices – including equality, and ESG? Is your company adjusting to reflect those expectations?   
  • How well is your company engaging with the investment community and other stakeholders and adapting for COVID-19?

Your Board’s Execution Priority

Execution agenda topics tend to focus on tactics and results. The time horizon is short-term — this quarter, this year. Profitability and disclosure are typical execution agenda topics. Right now, your management is spending a good deal of energy on COVID-19 and equality. Here, your management is the main actor, running your company. Your board operates with their “noses in but fingers out,” monitoring performance. The board receives and reviews scorecards, including COVID-19 impacts, and watches carefully and questions where warranted.

Your Board’s Three Priorities Inform Each Other 

Each of your board’s three priorities (Leadership, Strategy, and Execution) inform the other two. For example, Execution agenda topics inform your board’s evaluation of management’s ability to deliver generally and specifically in the face of COVID-19. Certain Strategy agenda topics inform the evaluation of your management’s ability to think longer-term and to set a course that will guide your company through and beyond COVID-19. Some Leadership agenda topics determine which strategies have realistic goals in the face of COVID-19 and guide your board as it sets performance metrics for your management compensation in the Execution priority.

Upcoming Board Meeting Agenda Should Prioritize Leadership and Strategy

By overemphasizing Execution agenda topics during this COVID-19 crisis, your board and management might skew your board’s time-horizon to the short-term. Thinking that your board should focus solely on COVID-related agenda topics will starve the Leadership and Strategy agenda topics that will guide your company during COVID-19 and generate long-term success for your company. 

The Foresight® Solution

Using Foresight to plan your board and committee meeting agenda can help your board and management identify and elevate your board’s priorities and the agenda items that can drive your company’s success – in the face of COVID-19. Foresight’s agenda planning tool can also help you avoid misspent board and management time as well as highlight gaps your management and board should address to gain the maximum impact from your board’s efforts during these challenging times. For additional information about Foresight, click here: https://foresight.board-ops.com/

Categories
Board Effectiveness

Skating to Where the Puck is Heading: Succession Planning

Skating to Where the Puck is Heading: Succession Planning for Execs and Boards
Leverage Foresight BoardOps to see major improvements in your boards efficiency and effectiveness in making important decisions.

COVID-19 has reinforced the importance of ongoing executive succession planning as well as board succession planning. What follows are some suggestions for making that ongoing planning happen – starting with agenda planning. These suggestions apply to public and private companies.

Planning the Board’s Role in Executive Succession Planning

Putting executive succession planning on boards’ annual agenda calendars ensures that boards addresses this topic. An opportune time to take up this topic is following the board’s strategic plan review, so the succession planning process considers the company’s strategic evolution.

But succession planning is only one element of boards’ larger Human Capital Management processes. The board can also play a significant role in ensuring rigorous performance assessments (especially C-Suite assessments), coaching and mentoring, and career planning processes. Also, directors can serve as coaches and mentors for high potential executives or rising stars. Career planning is especially critical to advancement of women and minorities – as a lack of rotations with significant P/L responsibility often impedes progress toward C-Suite and the CEO role. 

Planning the Board’s Role in Board Succession and Refreshment

Getting the time on the agenda is a critical first step to board succession planning – which involves planning for both individual directors and the board as a whole.

Just as executives’ annual performance assessments are important to executive succession planning, annual director assessments are important to board succession processes. Annual assessments can reveal directors’ untapped strengths or aspirations as well as weaknesses that need addressing. Once recognized, untapped strengths and aspirations can be factored into committee assignment planning and committee chair rotation planning (it’s good practice to rotate committee members and chairs roughly every five years to maintain a sense of director equality and shared responsibility).

For identified weaknesses, an astute Lead Director or Governance Committee Chair can work with the director to develop a training plan (then share that plan with the governance committee or board). It can be as simple as spending more time with relevant company executives or on location to learn more about the company, attending a director education session at focused on a substantive area in which the director is weak. Behavioral issues can require one-on-one discussions. If another year passes and those weaknesses remain, the governance committee or board will face a tough decision as to whether to renominate the still weak director.

Increasingly, investors are interested in how boards conduct these annual assessments and what action boards take to address identified shortfalls. The desired information is easy to include in the proxy statement.

Committee assignments and rotations should appear as an agenda topic on the governance committee’s annual agenda calendar. Identifying and developing committee members and chairs to facilitate timely rotations is another pillar of board succession planning. Assume that all directors are capable of contributing to any committee; a doctor who leads a health care facility has experience in process management and controls that can benefit an audit committee.

Director recruitment planning is another element of board succession planning. As the company evolves, the board should too. In hockey, one skates to where the puck is going; the board should be building its future self for the future company. Increasingly, investors want boards to be diverse and include a mix of relevant experience (not to be confused with expertise), competencies, and perspectives. Investors want to understand the rationale for why the current director mix is appropriate and how they factor diversity into recruitment.

Some investors are also pressing for term limits or other means for boards to foster refreshment. Investors are interested in learning about how boards are planning to ensure that the future director mix will be appropriate for the future company. And boards are recognizing that board refreshment is the new normal. Effective recruitment planning does not just happen – it needs to be on governance committees’ annual agenda calendars.

In sum, directors and boards should be lacing up their skates and taking on the sometimes difficult topic of succession planning.

For additional insights into director succession planning, see Board Development and Director Succession Planning in the Age of Shareholder Activism, Engagement and Stewardship by Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Friday, June 7, 2019 at  https://bit.ly/3cxKV1Q

Categories
BoardOps

COVID-19 changed how boards use tech.

Instead of quarterly in-person meetings, many boards are meeting weekly or bi-weekly for shorter, virtual meetings. Board meetings are unlikely not revert to the old norms soon. The challenge: using technology to make these virtual board and committee meetings as productive as possible. Board management software makes remote meeting prep possible for corporate governance professionals, General Counsels, CFOs, CEOs, and others. Board portals make distribution of briefing materials a breeze. Videoconferencing makes the meetings themselves possible.

Attention Span: The average feature film lasts about two hours. (Many people have a tough time paying attention for even that long. Even at in-person board meetings, attention drifts if a topic runs on too long. Planners of virtual board and committee meetings should take this into account.

Scheduling: Typically, regular board meetings occur in-person over 1 or 2 days – often with committee meetings occurring sequentially or concurrently before or after a board meeting. Attending all of those meetings via videoconference is like a running marathon in the rain. Yet breaking up those long-scheduled regular meetings into more digestible segments is challenging because those meetings have been on directors and executives as calendars as much as 2 to 3 years in advance. Most boards will continue to meet (but virtually) on those scheduled dates, adding more meeting dates as needed to address COVID-19 impacts.

Agenda Topics/Outcomes: Adapting board and committee agenda to virtual meeting formats will help keep the meeting and business moving forward. Start by being clear regarding the desired outcome for each agenda topic: Approve, Review, Ratify, Delegate, Report of. Being specific gets everyone on the same page about the reasons for the agenda item.    

Advance Prep: No longer will (or should) boards sit through dirge-like PowerPoint presentations. As presenters draft briefing materials, they should be clear about why the topic is on the agenda and suggest the 2 or 3 aspects of topic about which the presenter is seeking board input. Tech offers additional possibilities. Prerecord and post executive’s or advisor’s remarks to the portal for directors to both see and hear in advance of the meeting. Use the board portal to get briefing materials to directors for review well ahead of time; a week in advance of the meeting is good practice.   

Companies have varied in pre-meeting outreach practices. Going fully virtual might prompt committee staff officers to call each committee member several days prior to the meeting to cover questions they might have covered over coffee before an in-person meeting. Outreach affords committee members a chance to ask the staff officer to provide some additional information at the meeting and to give the staff officer a heads up if the director is not supportive of a proposed approach.

Video Conferencing:

  • The Chair may want to establish a few “ways of videoconferencing” guidelines to help meetings run efficiently while still ensuring that every director has his or her say.
  • Presenters should assume all directors have read the briefing materials, remind directors of those 2 or 3 suggested focus points, then initiate discussion.

Minutes: Advanced board management technology should enable automated preparation of draft minutes.

Analytics: Well-planned virtual board and committee meetings can be shorter but more effective because there is less time spent on “presentations” and more on in-depth discussion. Pay attention to how the board and committees are using their time. Time-use analytics can inform planning of future virtual meetings.

Conclusion: In the Time of COVID-19, look to advanced technology to further elevate ways of working, making governance professionals more efficient and boards more effective.

Categories
Governance News

From the AICPA: COVID’s Impact on the Audit Committee

From the AICPA: COVID’s Impact on the Audit Committee

COVID-19 is changing how and where we conduct business as well as how we approach both human capital management and corporate strategy. Those changes have implications for risk, controls, and reporting.

The Association of International Certified Public Accountants (AICPA) has been advising its members and others how best to handle COIVD-19 challenges. Recently, the AICPA shared the audit committee checklist for COVID-19. https://bit.ly/3g4BzO7

The AICPA, in issuing the checklist, wrote: “Audit committees, be they in a public, private, government or not-for-profit entity, face drastic challenges. Not only must they suddenly conduct virtual meetings, but they also must handle emerging risks. These risks are related to assessments, entity on-site operations (including culture), the impact of new legislation, financial and reporting disclosures, technology and cybersecurity.”

AICPA’s checklist includes thoughtful and practical topics for boards, especially audit committees, to consider when assessing how COVID-19 has impact the “board’s responsibilities of oversight, risk management and governance process.” It is also a good reminder that effective oversight, risk management and governance begins with a well-crafted agenda supported by high-quality briefing materials.

Foresight is advanced technology that enables governance professionals, executives and board members build such agenda, document discussions and decisions, and assess how effectively the board is overseeing these evolving challenges. More information is available on https://foresight.board-ops.com/

Categories
Governance News

CGP Advisory Board Member Bob Mednick Honored

Congratulations to Bob Mednick, who will be inducted into the Accounting Hall of Fame at the American Accounting Association (AAA) conference in August 2020.  Perhaps this completes Bob’s trifecta.  Ten years ago, the International Federation of Accountants (IFAC) honored Bob with its lifetime achievement award (the IFAC Global Leadership Award), which is awarded to only one person worldwide once every four years. As the AAA reported in its announcement of this newest honor, Bob “is the only person to hold that award and the AICPA Gold Medal of Distinction, the AICPA’s highest recognition for lifetime contributions to the profession.”

We very much appreciate Bob’s many contributions to Foresight, Corporate Governance Partner’s cutting-edge board management software.

Categories
BoardOps

Keeping your board together while it works remotely

COVID-19 is driving rapid migration to digital technologies. Nowhere is that truer than in corporate governance.

As you manage your company’s board work, you do not want various versions of spreadsheets, WORD document and PowerPoint decks stored on numerous coworkers’ hard drives. You need to accelerate your organization’s board-related digital capabilities – you need to employ a fully integrated board management solution. You need Foresight.

Foresight’s advanced technology allows you and your board to do much more – more cost-effectively and much better. And because it is cloud-based, you and your board can work securely and effectively from almost anywhere.

Foresight allows you, your company’s executives, and your board to:

  • Automate meeting and agenda planning for board and committees
  • Easily distribute meeting briefing materials to designated meeting participants – using Foresight’s integrated board portal capabilities
  • Generate draft “ready-for-editing” minutes
  • Create and manage meeting follow-ups
  • Generate board-related metrics

Foresight’s benefits include:

  • Board-related metrics to assess and elevate board effectiveness
  • A unique agenda hierarchy that helps management and the board align on annual priorities and goals
  • Saving General Counsel and Corporate Secretarial teams hours of work and rework
  • Potential to save outside counsel and consulting fees for corporate governance work

Make your life easier when you really need easy. Make your board better when it really counts.