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The importance of board director relationship management

Jan 22, 2020

On January 14, 2020, the BoardEffect released an article on how board directors interact with groups and individuals that stem from many different facets of their board service. Board directors need to have good relationships with their peers, customers, vendors, executives, staff members, and other professionals and stakeholders.

To manage all relationships well, board directors need the ability to inspire and influence others. They often need to be good problem-solvers, which can be challenging when it’s difficult to predict how people will respond or be able to work together.

Review the article on the BoardEffect's website.

Global Ethics Board proposes significant revisions to international independence standards

Jan 21, 2020

On January 21, 2020, the International Ethics Standards Board for Accountants (IESBA) released two Exposure Drafts (EDs): "Proposed Revisions to the Non-Assurance Services Provisions of the Code" and "Proposed Revisions to the Fee-Related Provisions of the Code".

The EDs are aimed at strengthening the non-assurance services (NAS) and the fee-related independence provisions of the International Code of Ethics for Professional Accountants (including International Independence Standards) (the Code). The EDs represent a key milestone in two major strategic commitments of the IESBA in its current strategy and workplan.

Among the key changes proposed to the NAS provisions are:

  • A prohibition on providing NAS to an audit client that is a public interest entity (PIE) if a self-review threat to independence will be created;
  • Further tightening of the circumstances in which materiality may be considered in determining the permissibility of a NAS;
  • Strengthened provisions regarding auditor communication with those charged with governance (TCWG), including, for PIEs, a requirement for NAS pre-approval by TCWG; and
  • Stricter requirements regarding the provision of some NAS, including certain tax and corporate finance advice.

The NAS ED also includes enhanced guidance to assist firms in evaluating the level of threats to independence when providing NAS to audit clients. 

Among the key proposed changes to the fee-related provisions are:

  •  A prohibition on firms allowing the audit fee to be influenced by the provision of services other than audit to the audit client;
  • In the case of PIEs, a requirement to cease to act as auditor if fee dependency on the audit client continues beyond a specified period; and
  • Communication of fee-related information to TCWG and to the public to assist their judgments about auditor independence.

The Fees ED also includes enhanced guidance on identifying, evaluating and addressing threats to independence in relation to other fee-related matters, including the proportion of fees for services other than audit to the audit fee.

Review the press release and exposure drafts on the IESBA's website.

Consider data use before an incident occurs

Jan 13, 2020

On January 13, 2020, the National Association of Corporate Directors (NACD) released a blog on how before any board director reflexively says “breach,” they should think “incident” instead. After all, “breach” is a legal term that carries implications that could harm a company if used before being advised that an incident is, in fact, a breach.

A balance needs to be struck between easy access to and the protection of data. The nature of cyber-attacks has evolved depending on sector, but the regulatory sphere is only slowly ramping up. Directors should consider resiliency as part of any solution.

Review the full blog on the NACD's website.

Executives and Directors view economic conditions and technological and regulatory disruption as top risks in 2020

Jan 09, 2020

On January 9, 2020, the National Association of Corporate Directors (NACD) released a blog on a global survey of C-level executives and directors on macroeconomic, strategic, and operational risks highlighting the influence of the economy, talent, digital disruption, and culture on the risk landscape.

The survey, conducted by Protiviti and North Carolina State University’s Enterprise Risk Management Initiative, captures insights from 1,063 C-level executives and directors across multiple industries. These results were used to rank risk themes in order of priority to provide a context for understanding the most critical uncertainties that companies face in 2020. The top 10 risks for 2020, according to this survey, are:

  1. Impact of regulatory change and scrutiny on operational resilience, products, and services
  2. Economic conditions impacting growth
  3. Succession challenges; ability to attract and retain talent
  4. Ability to compete with “born digital” and other competitors
  5. Resistance to change operations
  6. Cyber threats
  7. Privacy and identity management and information security
  8. Organization’s culture may not encourage timely identification and escalation of risks
  9. Sustaining customer loyalty and retention
  10. Adoption of digital technologies may require new skills that are in short supply

Review the full blog on the NACD's website.

Improved governance and reporting required to promote sustainability and trust in business

Jan 09, 2020

On January 9, 2020, the Financial Reporting Council released a report on how companies need to improve their governance practices and reporting if they are to demonstrate their positive impact on the economy and wider society.

While changes to the 2018 UK Corporate Governance Code raised the bar considerably and have led to some high-quality reporting, greater focus is needed on longer term sustainability including stakeholder engagement, diversity and the importance of corporate culture. These changes are expected to take time to bed in. The UK Corporate Governance Code was updated to help build trust in business by forging strong relationships with key stakeholders. It called for companies to focus on long-term sustainability by aligning purpose, strategy and culture, promoting integrity and valuing diversity.

Review the press release and report on the FRC's website.

IESBA Revises Part 4B of the International Code of Ethics

Jan 03, 2020

On January 3, 2020, the International Ethics Standards Board for Accountants (IESBA) released Revisions to Part 4B of the Code to Reflect Terms and Concepts Used in ISAE 3000 (Revised). Part 4B of the International Code of Ethics for Professional Accountants (including International Independence Standards) (the Code) comprises the independence standards for assurance engagements other than audit and review engagements.

The main revisions, developed in coordination with the IAASB, include:

  • Changes in key terminology, including a revised definition of the term “assurance client”;
  • Amendments to certain independence requirements in light of the revised assurance client definition;
  • Greater clarity as to the parties to an assurance engagement and their roles and responsibilities, and the related independence requirements that apply; and
  • A clearer distinction between the types of assurance engagement covered in Parts 4A (addressing independence for audit and review engagements) and 4B of the Code.

Review the press release on the IESBA's website.

2019 Best practices for proxy circular disclosure

Dec 20, 2019

In December 2019, the Canadian Coalition for Good Governance (CCGG) released its best practices documents for reporting issuers to provide them with guidance on effective communications with shareholders emphasizing the substance of disclosure that investors expect of regulatory filings.

Review the publication on the CCGG's website.

Use of Non-GAAP measures in executive compensation

Dec 19, 2019

On December 19, 2019, the Canadian Coalition for Good Governance (CCGG) released a position paper provides that provides a summary of their study to review the compensation structures of a representative group of 100 public companies listed on the S&P/TSX Composite Index and includes recommendations for improved disclosure on the use of these measures by public company boards.

In the normal course of our review of corporate disclosure and ongoing engagement with public company boards over the past several years, CCGG has noted an increasing prominence of non-GAAP performance measures in the incentive compensation programs (both short-term and long-term) of Canadian public companies. It is not uncommon for boards to apply the highest weighting to these unaudited and, often, adjusted measures when determining incentive compensation awards for senior management.

Review the press release and position paper on the CCGG's website.

COSO and Deloitte Issue Guidance on Cyber Risk

Dec 17, 2019

On December 17, 2019, in collaboration with Deloitte Risk & Financial Advisory, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) released Managing Cyber Risk in a Digital Age.

The guidance provides “an overview for business executives and board members on cyber risk management through principles defined in the COSO Enterprise Risk Management Framework.”

Review the press release and guidance on COSO’s Web site.

IESBA Meeting Highlights December 3-6, 2019

Dec 17, 2019

On December 17, 2019, the International Ethics Standards Board for Accountants (IESBA) released the highlights of its December 3-6 meeting.

Discussion points included:

  • Fees
  • Definitions of listed entity and PIE
  • Non-assurance services
  • Technology
  • IAASB-IESBA Coordination
  • eCode
  • Tax planning and related services
  • Code rollout
  • Emerging Issues and Outreach Committee (EIOC)
  • IFAC global status of adoption report
  • Role and mindset

Review the highlights and podcast on the IESBA's website.

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