2015-04-09-德勤-Director_360°_32页_3mb

Deloitte Director $360^{\circ}$: Growth from all Directions Summary

Core Content

The Deloitte Director $360^{\circ}$: Growth from all Directions report is based on interviews with 317 directors from 15 countries, including Argentina, the Czech Republic, Finland, Germany, India, Ireland, Luxembourg, Mexico, the Middle East, Nigeria, the Philippines, Romania, Russia, Sweden, and the United States. The interviews were conducted between September and December 2013, and the findings highlight the evolving landscape of corporate governance, board effectiveness, and the challenges directors face in a post-crisis world.

Main Findings

1. Board Effectiveness and Focus Shifts

• Global Financial Crisis Impact: The global financial crisis is no longer a top concern for boards. Only 20% of directors cited it as a top issue, a 23-point drop from the previous year.
• Emerging Focus Areas: Performance, strategy, growth, and shareholder value have become more prominent. Performance is the second most discussed issue, with a 18-point increase in mentions.
• Board Confidence: Directors are more confident that the effects of the financial crisis are behind them, indicating a shift in focus from recovery to performance and long-term growth.

2. Cyber Security and Technology Risks

• Low Awareness: Over a quarter of directors do not discuss technology risks, and only about half (51%) of those that do include cyber security in their discussions.
• Growing Concern: With the rise in cyber-attacks, there is a potential for increased boardroom attention to cyber security in the near future.

3. Shareholder Engagement and Scrutiny

• Expectation vs. Practice: While 70% of directors expect increased shareholder interaction, less than 40% have a formal shareholder engagement policy in place.
• Scrutiny Trends: 74% of directors expect greater shareholder scrutiny of governance practices in the next few years, a figure that has remained relatively stable over the past few years.
• Regional Differences: A majority of respondents in Ireland, Argentina, and the Philippines have a shareholder engagement policy, while in Russia and Luxembourg, the majority do not.

4. Regulatory Systems and Governance

• Regulatory Diversity: Corporate governance regulations vary significantly by country, with some adopting principles-based systems and others rules-based.
• Perception of Effectiveness: Globally, 70% of directors believe their country's governance system effectively protects shareholder interests, while 30% disagree.
• Regulatory Flexibility: Only 36% of directors believe their country's regulatory system is evolving and not yet fully mature, while 35% believe it is well established but too slow to respond to new issues.

5. Risk Oversight and Compliance

• Risk Management: Risk oversight is a top concern, with 85% of directors agreeing that the board plays an active role in setting the organization's risk policy, up from 73% in 2012.
• Compliance Importance: Compliance is now a greater focus area for boards, with 82% of directors agreeing that it has become more important than in previous years.
• Anti-Corruption Focus: Boards are increasingly involved in anti-corruption and anti-fraud matters, with 61% of directors stating that the board is more engaged with management on these issues than before.

6. Board Evaluation and Development

• Evaluation Practices: Only 49% of directors believe their board evaluation processes are sufficiently robust, a 12-point increase from the previous year.
• Training and Onboarding: Directors have less confidence in their onboarding and training processes, with only 40% believing they are effective.
• Remuneration: For the third consecutive year, lower percentages of directors felt their remuneration packages were appropriate.

Key Challenges and Opportunities

• Regulatory Adaptability: Many regulatory systems are not keeping pace with emerging issues like social media and integrated reporting.
• Board Diversity: Only 33% of directors reported that their organizations have implemented diversity policies for board composition.
• Term Limits: Only 17% of directors indicated that their boards have implemented age limits, while 30% have term limits.
• Enforcement Gaps: Ineffective enforcement of governance regulations is a concern, particularly in emerging markets.

Conclusion

The report underscores the evolving role of directors in an increasingly complex and digitized business environment. While there is a clear shift in focus from post-crisis recovery to performance, growth, and shareholder engagement, many boards are still not adequately prepared for the new challenges. The need for more structured and proactive approaches to governance, risk oversight, and compliance is evident, and the development of robust evaluation and engagement practices will be critical for boards to maintain effectiveness and meet stakeholder expectations.