Outside the United States, governance systems can differ considerably, reflecting diverse legal systems and traditions for interpreting and enforcing corporate governance legislation. Non-U.S. companies may have unfamiliar capital structures, regulatory systems, and cultures that challenge U.S. thinking on corporate governance.

One of the features of non-U.S. governance regimes is the corporate governance code. Codes of governance are typically voluntary compendiums of leading practices for boards, management, and shareholders. The most well-known of these is the code produced by the Organization for Economic Co-operation and Development (OECD). The OECD Principles of Corporate Governance have proven to be a model for other codes adopted by countries around the world.

Hot Topics

The value killers revisited - A risk management study

The value killers revisited" reexamines the 2005 study, in which Deloitte assessed the drivers of 20 percent or greater value losses in a company within a one-month period relative to a broad market index. Following up on the prior research, this study examines the drivers of major value losses from 2003 through 2012. This new analysis benefits from a rich new pool of data that reinforces previous findings and gives rise to new ones.

Preserving Balance in Corporate Governance

Boards and shareholders should work to ensure a framework in which decisions can be made that consider the best interests of the company and its varied body of shareholders. In this article, Weil, Gotshal & Manges LLP discusses preserving the balance between board and shareholder responsibilities and how it is vital to enable companies to maintain focus and efficiently create sustainable long-term value for shareholders.

This article was originally released as a Weil Alert. Published by The Harvard Law School Forum on Corporate Governance and Financial Regulation (click here) and by The Metropolitan Corporate Counsel (click here). Posted with permission from Weil, Gotshal & Manges LLP, copyright 2013.

Selected Issues for Boards of Directors in 2013

This article, written by Cleary Gottlieb Steen & Hamilton LLP, provides a brief summary of key issues for directors to focus on in the coming year. Topics include board composition, executive compensation, selling the company, selection of board advisers, litigation, dual fiduciaries, and developments of interest to audit committees.
Posted with permission from Clearly Gottlieb Steen & Hamilton LLP, copyright 2013.


Developing an effective governance operating model

In recent years, many boards of directors in the financial services industry have been working to bolster the effectiveness of their organizations’ governance models. At the same time, senior executive teams have committed resources to enhancing governance frameworks. However, many financial services companies have come to realize that work remains if they are to put these structures into operation and institutionalize new principles. This Deloitte publication explains how boards, senior executives, and risk managers can implement a more effective governance model.

The Talent-Intelligent Board

This publication aims to assist board members in defining and carrying out their oversight responsibilities with regard to talent. Deloitte offers this publication to boards as a guide focused on key strategic issues    relating to talent. Our objective is to assist boards in defining their roles and responsibilities with regard to talent oversight and to provide ideas, as well as questions, to pose to management regarding this essential resource.


Directors’ Alert 2013 - Lead or be led:Time to take advantage of the new business reality

The fourth edition of the Deloitte Touche Tohmatsu Limited (DTTL) Global Center for Corporate Governance’s Directors’ Alert, a global publication examining some of the top challenges likely to face companies and their boards of directors in 2013, focuses on governance topics such as strategy, capital management, management succession, risk oversight, growth, and regulation. Each article includes questions that directors may ask to further explore the issues with their own boards, as well as additional resources on each topic.

Women in the boardroom - 2013

Recent legislative efforts and other initiatives have helped bring women’s representation in the boardroom to an all-time high. Despite this, nearly 90 percent of the world’s board seats are occupied by men. This third edition of the Deloitte Global Center for Corporate Governance’s publication Women in the Boardroom: A Global Perspective highlights initiatives, spanning 25 countries and six continents, aimed at balancing the scales in favor of a more diverse and inclusive boardroom.

To view the file, click here.

Aftershock - Adjusting to the new world of risk management

This publication shows how organizations of all types are handling the latest global economic crisis and operating in a volatile, highly changeable risk environment.

Top 10 Topics for Directors in 2013

Akin Gump provides a list of their top 10 hot topics for the boardroom in 2013. Topics span a range of areas, including strategic planning, reputational risk, executive compensation and cybersecurity.

Posted with permission from Akin Gump Strauss Hauer & Feld LLP, copyright 2013.

The functioning of Audit Committees

In the context of the implementation of the Statutory Audit Directive regarding audit committees, along with the new proposals from the European Commission, the Discussion Paper contributes to the current debate regarding improvements to corporate governance for companies as well as to the discussions on audit policy in general.
The Discussion Paper is based on a compilation of national experience in the various FEE Member countries. The various issues debated in this paper are illustrated by summaries of the national transpositions of EU provisions, and by practical experience through the relationship between auditors and companies in various European countries.

Posted with permission from FEE - Fédération des Experts comptables Européens - Federation of European Accountants, copyright 2012.

Directors’ Alert: 12 Issues for 2012

This publication from Deloitte Touche Tohmatsu Limited (DTTL)’s Global Center for Corporate Governance offers insights from governance specialists from DTTL member firms around the globe. This publication includes local and international perspectives on boardroom priorities within the context of today’s uncertain business environment. Each article includes questions that directors may ask to further explore issues with their own boards, as well as resources for each topic.

Director 360 Global Report

This publication from the Deloitte Global Center for Corporate Governance offers a wide perspective on the views and concerns of boards around the world. Based on in-depth interviews with 215 directors at both listed and private companies in 12 countries, this survey explores issues regarding board effectiveness, how boards are functioning, and the changing roles of directors.

Help wanted: Women for Europe's Boards

This publication provides an insight regarding the pace at which women are climbing into
the boardroom in Europe. To read the article, click here.

Posted with permission of The Korn/Ferry Institute (http://www.kornferryinstitute.com). Copyright 2012. For information about reprints, email kfins@kornferry.com

European Corporate Governance Report 2011 - Challenging Board performance

This publication highlights corporate governance practices and performance of a group of European countries. Included is data collected from and commentary related to over 400 public companies in 15 countries.

Posted with permission from Heidrick & Struggles, copyright 2012

Board Leadership - A global Perspective

This publication from the Deloitte Touche Tohmatsu Limited’s Global Center for Corporate Governance examines leadership structures in five countries—Canada, Germany, France, the United Kingdom, and the United States—and looks at whether boards have separated the roles of chairman and chief executive officer.

Mind the Gap: Half of Asia’s Boards Have no Women, a Risky Position for Governance and Growth

This publication by Alicia Yi, managing director at Korn/Ferry International, examines the gender diversity of boards of companies located in seven Asia-Pacific economies: Australia, China, Hong Kong, India, Malaysia, New Zealand, and Singapore. To read the article, click here.

Posted with permission of The Korn/Ferry Institute (http://www.kornferryinstitute.com). Copyright 2012. For information about reprints, email kfins@kornferry.com

Briefing on the European Commission Green Paper on corporate governance in financial institutions and remuneration policies

Say on Pay - A Global Perspective

This publication provides a global review of practices related to advisory shareholder votes on compensation, including discussion of regulatory interventions, proxy adviser influences, and recommended next steps.

©2012 Mercer LLC. All rights reserved. Users of this site may use and reproduce this article solely for their internal business purposes. Visit www.mercer.com/perspective

International Governance: Lessons for the United States

This edition of Deloitte Hot Topics discusses selected questions from the European Commission’s recently released green paper, entitled The EU Corporate Governance Framework.

24th June 2011: ecoDa’s response to the EU Green Paper on CG for listed companies

The European Confederation of Directors' Associations provides responses to the EU Green Paper that reflects the opinions of European board members associations.

Posted with permission from ECODA, copyright 2012

Additional Resources and Links

International Comparison of Selected Corporate Governance Guidelines and Codes of Best Practice is a comparison of the OECD Principles of Corporate Governance to the principles promulgated by various organizations in more than 20 countries.

Posted with permission from Weil, Gotshal & Manges LLP, copyright 2014

The European Confederation of Directors' Associations  - EcoDA

The European Confederation of Directors' Associations (ecoDa) is a not-for-profit association founded in December 2004 under the laws of Belgium. ecoDa's mission is to promote the role of directors towards shareholders and corporate stakeholders, and to promote the success of its national institutes.
For further information regarding national reviews and documents, click here.

ICGN Global Corporate Governance Principles: Revised (2009)

The Principles aim to assert standards of corporate governance to which the ICGN believes that all companies should aspire. The Principles are intended to be of general application around the world, irrespective of legislative background or listing rules. These Principles are the ICGN’s overarching set of Principles.

Posted with permission from ICGN - International Corporate Governance Network, copyright 2012. Visit https://www.icgn.org/

ICGN Corporate Risk Oversight Guidelines

The objective of these guidelines is to help investors assess how well a portfolio company’s board either unitary or supervisory is effectively overseeing risk management. The guidelines are intended to be used by institutional investors who own stakes in corporations in all jurisdictions.

Posted with permission from ICGN - International Corporate Governance Network, copyright 2012. Visit https://www.icgn.org/

The Korn Ferry Institute

The Korn Ferry Institute is a premier global provider of talent management solutions.Based in Los Angeles, the firm delivers an array of solutions that help clients to attract, engage, develop, and retain their talent. For more information visit www.kornferry.com. ©

ICGN Anti-Corruption Practices

The best practice guidance provides initial guidance for investors in the form of questions to ask company representatives around anti-corruption policies and procedures, enforcement, transparency and voluntary initiatives.

Posted with permission from ICGN - International Corporate Governance Network, copyright 2012. Visit https://www.icgn.org/