Technology, Strategy and Shareholder Engagement Driving Corporate Governance

Michelle Remo, “Big 4″ observer
February 07, 2012 /

Expanding technology use, expectations to be more active in developing corporate strategy, and an emphasis on shareholder engagement are driving the corporate governance agenda, according to the “2011 Board Practices Report” from the Deloitte Center for Corporate Governance and the Society of Corporate Secretaries and Governance Professionals.

The report, based on a survey of 208 corporate secretaries, analyzes 19 board practice areas among public and non-public companies and explores topics such as governance reform and regulation, risk oversight, corporate responsibility, board meeting practices and committee structures. Additionally, with the SEC’s enhanced proxy disclosures shining a spotlight on board composition, for the first time the report includes a section on director qualifications.

“The report identifies the top issues that continue to impact corporate governance, such as shareholder engagement, strategy-setting and compliance with ongoing and new regulations,” said Maureen Errity, director, Deloitte Center for Corporate Governance, Deloitte LLP. “The report also uncovers new, emerging areas that public and private company boards are beginning to address.”

The use of technology is among the emerging issues explored in the report, which shows nearly 8 in 10 (79 percent) respondents claiming their board’s use of technology is increasing. More than 4 in10 (42 percent) companies surveyed indicate they distribute board materials through a portal, up from 15 percent in 2008. Additionally, 1 in 5 (20 percent) boards deliver materials through a tablet application.

The study also examines the impact of social media on corporate policies and director behavior. Although 61 percent of companies surveyed have a social media policy, 57 percent say their directors do not engage in social media associated with their organizations.

“Corporate governance continues to evolve, with the leading boards and governance teams dedicated to continuous improvement,” said Kenneth Bertsch, president and chief executive officer, Society of Corporate Secretaries and Governance Professionals. “This report, based on an in-depth survey of governance officers, offers readers unusual insight into how governance is changing in practice.”

Following are additional key trends affecting the corporate governance environment, according to the report:

Small- and mid-cap companies expect directors to play a more active role in strategic development. Among public companies, nearly 6 in 10 (58 percent) small-cap and 53 percent of mid-cap companies say that the level of board involvement in strategy-setting is increasing; the majority (60 percent) of large-cap companies say board involvement in strategy-setting remains the same.

Shareholder engagement remains in focus, primarily among financial services organizations. More than half (53 percent) of financial services and more than one-third (34 percent) of non-financial services companies boards engaged in some form of contact with shareholders during the past year.

More than two-thirds (67 percent) of all respondents say their organizations currently receive tips from internal compliance hotlines two or more times each year. Among public companies, more mid- and large-cap companies receive internal compliance hotline tips. Only 46 percent of small-cap companies receive reports at least two times a year, compared with 71 percent and 75 percent among mid- and large-cap companies.


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