Roles and Responsibilities

The bar has been raised for boards, their committees, and individual directors. Board deliberations are frequently focused on core questions: How can we function more effectively? What are the critical areas a board should focus on? Are we asking all the right questions and how do we maintain an oversight role without crossing the line into management?

The primary roles of the board include hiring and firing the CEO, planning for his/her succession, and overseeing the strategy set by management. Boards should also consider the following:

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The CEO Today

Sharing Leadership at the Top

Drawing on observations from client engagements and conversations with CEOs, managing directors and board chairmen from a diverse group of companies, Spencer Stuart explores redefining CEO leadership in response to the challenges of running a business in the current environment. 

Publication date: 4/2013 | File size: 344 KB

Posted with permission from Spencer Stuart, copyright 2013.

CFO Insights

Investor Relations: What New CFOs Should Know

Juggling the demands of shareholders, analysts, bankers, and ratings agencies is enough to make even a seasoned CFO cringe. But for new CFOs, those demands can be intimidating, if not terrifying. Still, there are lessons CFOs should understand about investor relations (IR) before taking the reins – lessons veteran CFOs should revisit on a regular basis.  In this issue of Deloitte's CFO Insights, we offer 10 Investor Relation strategies developed by Eric Pillmore, senior advisor to Deloitte’s Center for Corporate Governance – for new CFOs to consider.

Publication date: 2/2013 | File size: 229 KB

Directors Briefing - Shareholder Engagement

Questions for Directors to Ask

Deeper and more frequent communications with shareholders at the board level are an international trend. This article discusses innovative ways to reach out to shareholders, as well as the benefits of shareholder engagement.

Publication date: 2/2012 | File size: 1.1 MB

Posted with the permission of The Canadian Institute of Chartered Accountants, copyright 2012.

Selecting Your Next Nonexecutive Board Leader

This article discusses the selection of a board's leader, whether it be a nonexecutive chairman or a lead independent director. The publication highlights the need for long-range planning, the selection process, and criteria for selection.

Publication date: 7/2011 | File size: 151 KB

Posted with permission from Heidrick & Struggles, copyright 2011.

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.

Publication date: 5/2011 | File size: 1.2 MB

Fueling the Succession Pipeline

Succession planning is a critical item on the board's agenda. In this article, Sharon Allen, chairman of Deloitte LLP, discusses the importance of succession planning, including key concepts that are essential for any organization.

Publication date: 4/2011 | File size: 578 KB

Board Leadership

July 25th, 2012 marked the 10th anniversary of the enactment of the Sarbanes-Oxley Act, a regulation that changed the landscape of Americas' corporate governance. Following the passage of Sarbanes-Oxley, many S&P 500 boards moved quickly to establish a lead or presiding director role. Some results provided by the 2012 Spencer Stuart Board Index, illustrate these trends: In 2002, one-quarter of S&P 500 boards separated the chairman and CEO roles, compared with 43% today. Meanwhile, 23% of S&P 500 boards in 2012 have a nonexecutive chairman who is truly independent, an increase from 13% in 2007.

Guidebooks on Director Duties

Designed for board directors and exectuives, these guidebooks provide practical information and resources about their general duties as well as their obligations as they pertain to the regulatory environment and SEC reporting.

Fiduciary Duties and Other Responsibilities of Corporate Directors and Officers, Fourth Edition

Corporate Governance and Securities Laws: A Public Company Handbook, 2011 edition

Posted with permission from R.R. Donnelley & Sons Company, copyright 2011.

Corporate Governance Handbook: Legal Standards and Board Practices (Third Edition)

Available for purchase from The Conference Board, Inc., this edition provides directors with information on a number of corporate governance areas, with a particular focus on risk management. It includes a set of tools for boards with sample corporate governance principles, committee charters, and assessment questionnaires.