Corporate Governance
Corporate board directors rely on senior management for accurate, timely information on the company’s strategic initiatives, risks, controls, and challenges. In turn, management relies on directors for wisdom and judgment gained over years of business or other experience.
To establish and maintain productive, working relationships with senior management, boards and committees have adopted practices designed to improve communication, foster trust, and promote cooperation. They encourage organized, purposeful meetings that surface dissenting opinions and move discussion towards a meaningful end. They use executive sessions to understand the key challenges and priorities of senior management. Outside the boardroom, directors often seek deeper relationships with executives through informal meetings.
A key challenge for the board is maintaining its objectivity while building strong relationships with management. Directors should courageously and persistently challenge management’s thinking, while recognizing the distinction between providing management and oversight.
Leading risk management practices
Audit chairs discuss successful practices in place at their companies – including risk function organization, risk identification and prioritization, risk mitigation, and risk oversight at the board and key committee levels. This document features a case study from Marriott International.
Audit committee oversight of IT risk
Members were joined by chief information officers from several of their companies to discuss best practices for managing the risks introduced by new technologies, including cloud computing and social media.
The relationship between the lead director and the CEO
Members of the Lead Director Network note the importance of the lead director and CEO relationship. They discussed factors that affect the relationship and the responsibilities of the lead director as a result of this relationship, including agenda setting, chairing executive sessions, evaluating the CEO, and terminating the CEO.
Executive compensation in 2011: a hopeful look forward
Looking ahead to the first year of mandated say-on-pay for most US companies, members explored innovative compensation practices, talent retention, and management succession planning.
The audit committee, the CFO and the finance organization
The European Audit Committee Leadership Network discussed the CFO's role within the executive management team and the audit committee's relationship and interactions with the CFO and the finance organization.