Welcome to the Centre for Corporate Governance

The acceleration of changes in the current business environment and the frequent failures in the administration of business risks have stressed the pressing need for a responsible and effective corporate governance in business. In this uncertain, complex and volatile environment of current business, directors and high management need to rethink their governance processes for an effective decision making.

Deloitte recognizes deeply the importance of Corporate Governance and thus it has wished to generate and share knowledge through the creation of Corporate Governance Centers around the world.

The purpose of the Deloitte LATCO (Latin American Countries Organization) Corporate Governance Center is to promote and lead Corporate Governance practices in LATCO member countries - Argentina, Bolivia, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Dominican Republic, Uruguay and Venezuela -.

The headquarters will be Colombia's Corporate Governance Excellence Center and there will be alternative centers in Argentina and Peru.

The Center's director will be Maria Cristina Piñeros, current Partner and General Counsel of Deloitte LATCO.

Visit our LATCO´s Corporate Governance sites
Argentina | Colombia

What is all about?

What can i find in the site?

Women in the Boards of Directors - a Global Perspective

The Global Corporate Governance Center is proud to present an overview regarding legal and regulatory initiatives that seek to increase the participation of women as Board of Directors members. This may give greater diversity to Boards of Directors, as well as a different outlook in the way to face problems.The country reports published herein correspond to those countries that have taken steps to increase the number of women in Boards of Directors.

For the purposes of presenting this perspective, the points of view of three prominent board of director members or directors of companies and organizations representative of North America, Europe and Asia are included.

Ten practices to be avoided by board of directors members

Deloitte received questions from clients related to Corporate Governance leading practices that may help Board of Directors members having greater success in the performance of their duties.

Later, directors asked us which practices should be avoided. In order to give an answer to these questions, we took into consideration the experience of our professionals and a list was prepared of the following ten (10) practices that Board members should avoid: i) Excess presentations in performance of the Board of Directors meeting; ii) Mis-understanding the importance of compliance with laws and regulations; iii) Postponing the succession of the CEO or Manager; iv) Being tricked into homogeneity; v) Constantly focusing on the short term; vi) Approving proposals if subject is not understood; vii) Disregard the value of experience; viii) Taking over the duties proper of Administrators; ix) Ignoring shareholders; and x) Aversion to risk.

Board of directors members alert - 11 priorities for 2011-

This article presents 11 priorities that, in Deloitte's opinion, must be addressed by Board of Directors members. It includes questions that board members must ask themselves in order to explore different issues that are dealt with in the meetings. In addition, the article contains tools that will permit board members to inquire more in depth about the understanding of the different issues and improve the effectiveness in the manner to face them.

There is not just one accurate manner to confront these issues, the correct way to do it will depend on each board of directors, on the respective entity, its culture and the specific circumstances that surround it. Accordingly, this article rather than providing answers, seeking to generate discussion.

The 11 priorities for members of the Board of Directors, in Deloitte's opinion are: i) Risk Management; ii) Sustainable development; iii) Strategy development; iv) Strategy execution; v) Corporate planning; vi) Commitment with shareholders; vii) Evaluation of Board of Directors members; viii) Board of Director's efficiency; ix) Training of Board of Directors members; x) Planning of succession; and xi) Regulatory changes.

Colombia

On April 7, 2011 the Corporate Governance Excellence Center of Deloitte in Colombia was successfully launched, which, in turn, will be the headquarters for the LATCO region (Latin American Countries Organization: Argentina, Bolivia, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Dominican Republic, Uruguay and Venezuela-.)

The main subject of the event was the responsibility of the Board of Directors regarding anti-fraud and anti-corruption. The event had the participation from Colombian experts from the Firm and foreigners on the subject of Corporate Governance such as Toby Bishop, Director of the Deloitte Forensic Center, Dan Konigsburg Director of the Global Corporate Governance Center, and Santiago Charher consultant of LAVCA (Latin American Venture Capital Association), and there was also a panel discussion and conclusions were drawn.

Argentina

Better codes to improve Corporate Governance in Latin America

Latin American countries should consider supplementing the corporate governance codes with mandatory and voluntary aspects regarding Board of Directors, such as abuse in related party transactions. For this purpose we recommend the new final version of the study "Achieving Effective Boards", which was released last October by the OECD and the Global Corporate Governance Forum of the IFC. This study shows that voluntary codes have had limited impact because the large companies in the region only incorporate in them the legal requirements.

The Global Corporate Governance Forum and the seven Corporate Governance institutes that participated in the study mentioned before, plan to keep track of how Boards of Directors handle transactions between related parties and the nomination of directors. This study is expected to be released at the end of this year's at the OECD´s Latin America Roundtable on corporate governance to be held in Peru. Furthermore, the Roundtable of the Companies Circle has formed a group to develop a report on best practices regarding the evaluation of Board members.

Local

Modification Comply or explain principle

Colombia -By means of External Circular 007 of February 2011, the Financial Superintendence of Colombia modified External Circular 028 of 2007 on the adoption of the Best Corporate Practices Code of Colombia -Country Code-

This Circular seeks that issuers of securities registered in the National Registry of Securities and Issuers explain, in the annual Country Code survey, the reasons why they did not adopt the respective measure in the event that the answer to the question is negative -comply or explain principle-.

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