Friday, November 7, 2014

[aaykarbhavan] Business Standard , Deloitte Corporate Governance











Deloitte

 
Canada | November 2014
Explore what's new in corporate governance
 
Dear reader,
Has your organization adopted and implemented diversity policies for board composition yet? Public companies in Canada are now mandated to present additional information around their board composition practices. Effectively, National Instrument 58-101, Disclosure of Corporate Governance Practices, has been amended to require non-venture issuers to provide disclosure regarding the number of women on their board, those in executive officer positions and their consideration of the representation of women in such positions when identifying and selecting potential candidates. These amendments are intended to increase transparency for investors and other stakeholders.
Our recent Deloitte 360 survey results show us that only 37% of organizations around the world introduced diversity policies for their board composition and amongst those, a majority relies on guidelines rather than specific quotas. This last observation is reassuring to me. I believe that imposing quotas could lead to hire a candidate for the wrong reasons which would not serve anyone's best interests. On the other hand, encouraging organizations to look for potential candidates outside of their immediate environment, will open the door to those with different points of views and expertise. Several studies are indicating that diverse boards lead to more risk balanced decisions and more stability. I believe this is the result of consensus reached by a team composed of individuals bringing diverse backgrounds to the table.
Time will only tell if this is sufficient to improving the representation of women on Canadian boards. Hopefully, this awareness will reach public companies of all sizes, as well as private enterprises, public sector entities and not-for-profit organizations.
I welcome your thoughts and ideas on how you plan to implement your diversity policy. Looking forward to connecting with you.
Warm regards,



Chantal Rassart
Partner | Audit Knowledge Management Officer
 
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Thriving and surviving in a world of uncertainty – what is the role of the board? When mitigating emerging risks, there are ways in which oversight habits of the board can increase organizational resilience.
Join Jay McMahan, Enterprise Risk Services Partner at Deloitte in a deeper discussion of the 4 habits of resiliency and tell us what resiliency means to you.
 
Join the conversation
 
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IFRS 9: Financial Instruments
In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments ("IFRS 9"), which replaces IAS 39 Financial Instruments: Recognition and Measurement. This final version of IFRS 9 represents the completion of this project and it includes requirements for recognition and measurement, impairment, derecognition and general hedge accounting. This final Standard introduces a single, principles-based approach that amends both the categories and associated criteria for the classification and measurement of financial assets, which is driven by the entity's business model for the portfolio in which the assets are held and the contractual cash flows of these financial assets. This Standard also introduces an amended hedging model which aligns hedge accounting more closely with an entity's risk management activities and also includes a new financial asset impairment model which is based on expected losses rather than incurred losses. IFRS 9 (as issued in 2014) supersedes all prior versions of IFRS 9 and is mandatorily effective for annual periods beginning on or after January 1, 2018, with early application permitted.
As with any new standard, it is important that companies take a proactive approach to implementation and compliance. Depending on a particular company's situation, IFRS 9 can be very complex, with a number of different facets to it. The mandatory effective date is not until 2018. However, some companies may want to early adopt. A prime reason for early adoption may be the more favourable hedge accounting rules. It's important to note that there are some strategic choices to make if early adoption is being considered. No matter what choices are made in this regard, it should also be noted that you cannot just take hedge accounting on its own. Other aspects of IFRS 9 need to be adopted at the same time. In addition, as under existing standards, achieving hedge accounting depends in appropriate designation and documentation of the hedge relationship from its inception. In this sense, IFRS 9 cannot be applied retrospectively to hedge accounting. It's a good idea for entities to get their IFRS 9 hedge documentation in place as far in advance of adoption as possible. Involving the independent auditor as soon as possible is also advised to avoid surprises at the time of audit.
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IFRS 15: Revenue from Contracts with Customers
In May 2014 the IASB and the FASB jointly issued a converged standard on the recognition of revenue from contracts with customers. This new standard supersedes existing standards and interpretations related to revenue and is mandatorily effect for annual periods beginning on or after January 1, 2017, with earlier application permitted. Effective dates and transition provisions are different for the standard adopted by the FASB. IFRS 15 establishes a comprehensive framework for revenue from contracts with customers, with a core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The standard may have broad and substantial effects and therefore entities will need to begin considering early on, not only the financial reporting implications, but the extent to which changes may be required in processes, IT systems and internal controls.
In order to ensure an effective and efficient transition process, it is imperative that directors remain engaged in this process. Have you considered asking management some key questions, to ensure that IFRS 15 remains a focus area, such as:
Has an implementation plan been developed?
Do individuals outside of the financial reporting team need to be involved in implementation, if so, have they been identified?
What's the expected timeline and additional cost of implementation?
Have key stakeholders been informed and what are the potential impacts for them?
For additional considerations, be on the lookout for our upcoming publication that will focus on key questions and insights for directors related to IFRS 15.  
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Helping CEOs drive value: The role of the Chief Operating Officer
The role of the chief operating officer (COO) can be a valuable addition to the executive team. For many organizations, the COO adds value in a number of ways, including leveraging and executing aspects of CEO workload, enabling efficient decision-making, providing unifying oversight of multiple lines of business, and developing a potential CEO successor. This Conference Board briefing examines the often misunderstood role of the COO. Several themes are explored, including the scope of the role; reasons why the role of the COO is used in some organizations and not in others; the benefits and challenges of the role of COO; key drivers of success for the role; and implications and risks associated with the role of the COO.
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CFO insights: Workplace redesign - Turning your environment into a productivity machine
Corporate real estate is undergoing a revolution. Companies are tearing down their walls, and the result is that shared spaces like "huddle zones" are crowding out individual workspace – including the corner office, in some cases. Such overhauls tend to yield big cost savings in the form of rent and construction costs. What many companies fail to take into account, however, is that physical space is just one component of today's workplace. Two other components, namely virtual interactions and management practices, also play critical roles in shaping how people work and how productive they can be.
In this issue, we look at why it's important for companies to create a unified strategy across the three workplace elements and how CFOs can foster the practices that achieve it, based on research and case studies developed by the Deloitte LLP Center for the Edge.
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Audit Committee Brief: Internal audit: Moving beyond Sarbanes-Oxley Compliance
This issue of the Audit Committee Brief focuses on the evolving role of the internal audit function, and provides considerations of how audit committees can effectively work with management and internal audit to maximize the value of the function in the context of a company's specific circumstances.
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On the agenda: A tool to help you set your agenda
The October 9, 2014 session of the Deloitte's Directors' Series explored a broad range of issues on the topic of emerging risks. Our panel included directors from the public, private, and academic sectors. During the session, our panelists highlighted some vital points concerning disruptive technologies and emerging risks that boards should be thinking about.
Boards are not expected to be experts in the area of emerging risks, however, to ensure they provide the necessary foresight and oversight regarding these matters, board members should ensure that they continuously acquire new information and new insights related to the organizations that they serve and that they ask questions to ensure that they have all of the necessary information required for them to explore and understand the issues and to make suggestions and decisions.
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The effective not-for-profit board: A value-driving force
This third edition discusses NPO governance within the current regulatory and stakeholder environment. It focuses on the board of directors, since it is the board that bears the ultimate responsibility for the stewardship of an organization. This handbook covers the meaning of good governance and the challenges specific to NPOs and some action steps to consider when addressing these.
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Disrupting the CHRO: Following in the CFO's footsteps
Much as CFOs evolved from their money-counter roots to become the CEO's strategic partner, chief human resource officers are on the cusp of a transformation as they focus on an asset that is critical for corporate growth, talent, the scarcity of which has now become among the biggest constraints on corporate growth.
This publication explores how and why the CHRO must step up to the implications of the new world of work.
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Deloitte on disruption: Changing course in a disruptive world
The trouble with strategic risks is there's often no historical precedent to draw from to assess their potential nature and impact. Sometimes they're the product of a visible trend, but often they appear as a surprise. As hard as they are to identify or manage, they are extremely difficult to recover from.
Another way strategic risks can be confusing? They're not just "something to mitigate." In fact, spotted early and handled well, strategic risks can be the basis for game-changing moves that reorder the field. That's why smart organizations will develop a system to deal with unexpected change. More effectively anticipating, adapting, making decisions and changing course can help organizations prevail in a disruptive world. And doing nothing could be the deadliest risk of all.
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Wealth generation: The importance of succession planning for family businesses
Our survey findings show that family businesses in Canada are increasingly recognizing the importance of good governance practices, including the need to plan for next gen succession. However, taking steps to formalize these plans and governance structures remains a challenge.
The article includes highlights from the survey as well as insights shared by the business family leaders interviewed by Canadian Business.
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20 questions Directors of not-for-profits should ask about social enterprise
The term "social enterprise" encompasses a wide range of meanings but the basic requirement is that the organization, operation, activity or program must have a socially beneficial purpose that is achieved through commercial or business like-activities. Often, the intention is to generate sustainable revenue to avoid needing to rely entirely on traditional sources of philanthropic funding such as government grants and public donations. The CPA Canada publication gives directors a better understanding of the questions they face in establishing, running and, if required, ultimately exiting a social enterprise.
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The Directors' Series
Focus on the audit committee - January 8, 2015
Issues for the HR committee: Executive pay and beyond - April 9, 2015
Pensions and benefits - June 11, 2015
Save the date. Registration coming soon
 
Deloitte 360°: Insights. from every angle.
(Various dates and locations)
Deloitte is excited to host its second Deloitte 360º event. This full-day of learning includes a diverse agenda of compelling topics designed to educate and inspire. Our plenaries will examine analytics, technical updates, the future of corporate reporting, succession planning and much, much more!
Register
 
The role of corporate culture in exceptional ethics and compliance programs
(November 17, 2014 at 2:00 PM EST)
A culture of integrity is essential to the success of any enterprise and central to effective ethics and compliance programs. But what if your ethics and compliance program is seen as an obstacle rather than a positive influence on behavior and outcomes? We'll explore issues associated with managing corporate culture to drive greater value and performance from an ethics and compliance program.
Register
 
Boardroom agenda 2015: Emerging hot topics and board practices
(December 16, 2:00 PM EST)
Cybersecurity, board composition, shareholder activism, and proxy advisory firms are just some of the topics many boards have discussed in 2014. How significant will these topics continue to be and what new priorities might emerge in 2015? Hear results of a recent Deloitte survey on board practices to gain new perspectives on topics driving the 2015 boardroom agenda.
Register
 
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Implementing COSO: Insights to help you reach the finish line
(October 2014)
Effective December 15, 2014, the COSO 2013 framework will officially supersede the 1992 framework. What common issues and concerns have surfaced as organizations work to adopt the new framework? Gain insights from companies' recent gap assessments to prepare for adoption of the COSO 2013 framework and learn how analytics can aide in the final steps of the implementation process.
Watch replay
 
Directors' Series
Emerging risks: The board's role
(October 2014)
There were many insights shared at this past session and we'd like you to consider a few that may be of importance to you and your board.
 
If your board ranks risks based on the level of probability and impact, bear in mind that just because a risk is deemed to be low probability does not mean that it can be ignored.
When considering the impact of disruptive risks, it is imperative to understand the threat posed to your business model.
Think globally. The world is shrinking and risks that originate half way around the world may impact you at home – consider Ebola, geopolitical risks and cyber risks.
 
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We continuously review relevant business e-publications and publish below a selection of newsworthy items that we believe you will find interesting and relevant.
Date Publication Article
2014/10/30 The Globe and Mail How 'unconscious bias' could stand in the way of your promotion
2014/10/28 Davies Ward Phillips & Vineberg LLP. Davies Governance Insights 2014 (115-page PDF file)
2014/10/15 CPA Canada
CVCA
Strategies for creating shareholder value in a low growth environment (43-page PDF file)
2014/10/15 CSA New disclosure rules regarding women on boards to be effective for 2015 proxy season (Osler, Hoskin & Harcourt LLP)
Review the Multilateral CSA Notice of Amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (57-page PDF file)
Visit the Canadian Board Diversity Council
2014/10/13 Financial Post Why CEO turnover is on the rise
2014/10/13 Forbes Navigating The Unique Challenges Of Running A Family Business
2014/10/08 Financial Post How to improve board diversity without resorting to quotas and 'tokenism'
2014/10/04 Financial Post Tensions rising in bank boardrooms as OSFI's new rules blur boundaries
2014/10/03 Stikeman Elliott Corporate disclosure on social media: don't get poked by regulators
2014/10/03 Financial Post Canada should go-slow on OECD tax reform
2014/10/02 IASB Keeping capitalism honest, comments by Hans Hoogervorst (PDF)
2014/10/01 CPA Magazine Why big companies fail
2014/10 Norton Rose Fulbright Not-for-profit corporations – new flexibility when you really need it
2014/09/30 OSFI Getting the balance right: Challenges in maintaining financial stability, by Jeremy Rudin, Superintendent
2014/09/29 Hufington Post The Corporate Governance Game Changer That Needs to Come to Canada
2014/06 Hansell LLP Term Limits for Directors (PDF)
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Date Publication Article
2014/10/27 CGMA Magazine Cyber-security: How big is risk to small businesses?
2014/10/24 CFO.com
PCAOB
SEC
Investors Suggest External Auditor Review of Audit Committees

Review the report from the Investor Advisory Group of the PCAOB (8-page PDF file)

On a related note:
SEC Plans Early 2015 Concept Release on Audit Committee Upgrades (Compliance Week)
The PCAOB and Audit Committees – Common Goals, By Jay D. Hanson, PCAOB Member
2014/10/19 USA Today Shareholder crusaders Monks and Minow speak out
2014/10/16 CFO Magazine A Benefits Balancing Act: CFOs consider how to manage the financial risk of benefits while giving employees what they want — and need
2014/10/16 Harvard Business Review Directors Should Communicate with Shareholders
2014/10/14 The New York Times As Activist Investors Gain Strength, Boards Surrender to Demands
2014/10/07 NYSE Governance Services Proxy Monitor 2014: A Report on Corporate Governance and Shareholder Activism
2014/10/02 FEI Public Companies See 4.5% Increase in '13 Audit Fees Over Prior Year, Survey Finds
2014/10/02 CFO.com Global Tax Reporting Looms for 2015
2014/10/01 Accounting Today Tax inverters: Evaders or avoiders?
2014/10 Directors & Boards Practical Dos and Don'ts for Directors
2014/10 NYSE Governance Services Embracing Risk Oversight: The Board's Role in Setting the Right Culture (PDF)
2014/09 The Corporate Executive Board Company Reducing Risk Management's Organizational Drag (17-page PDF file, Free Registration Required)
2014/08/18 Council of Institutional Investors Best Disclosure: Board Evaluation (10-page PDF file)
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Date Publication Article
2014/10/22 Financial Director Audit and risk committees must share greater responsibilities
2014/10/14 International Privacy Conference Mauritius Declaration: Data from the "Internet of Things" is personal data (PDF)
2014/10/02 International Monetary Fund The Challenge Facing the Global Economy: New Momentum to Overcome a New Mediocre, by Christine Lagarde Managing Director
 
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Chief Editor
Chantal RassartChantal Rassart, CPA, CA
Partner, Audit Knowledge Management Officer
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