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Directors Source News - September 2008
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Directors Source News
Welcome to Directors Source News, the CICA's bimonthly e-newsletter providing timely synopses of best practices in governance, regulatory changes, professional development opportunities, and governance research.
We welcome your comments and suggestions for future issues. E-mail us at directorssource@cica.ca.
To view our privacy policy, go to www.directorssource.com.
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Best Practices in Governance
Regulatory Review
Directorship Posting Highlights
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Professional Development
From the Bookshelf
Governance Research and Other Resources
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20 Questions Directors of Not-for-Profit Organizations Should Ask about Strategy and Planning
The Risk Management and Governance Board of the Canadian Institute of Chartered Accountants (RMGB) has developed this briefing to help members of not-for-profit boards of directors understand their responsibilities for strategy, planning and budgeting. It is intended primarily to help not-for-profit directors understand:
- The role of the board in developing and approving strategy, plans and budgets;
- The reasons for planning and budgeting;
- The processes by which strategies, plans and budgets are typically developed and approved.
This document is primarily intended for organizations with an executive director and staff resources who can prepare the strategic and operational plans and budgets with strategic direction and approval from the board.
Summarized answers to two questions are included below.
What risks does the organization face?
SWOT analysis is closely related to risk management — the process that identifies and addresses the risks that affect day-to-day operations and sustainability. Risk management essentially asks:
- What could happen that would affect our ability to meet our objectives?
- How likely is it to occur?
- How serious might it be?
- What should we do to reduce the risk?
- How can we be prepared to respond to problems?
Boards of directors are responsible for monitoring the organization’s processes for managing risk which should include:
- Promoting an awareness of the need to manage risk.
- Identifying and assessing the risks that could affect the achievement of their strategy.
- Developing and implementing methods and procedures for managing risk.
- Learning from their experiences with risk.
Managing risk is an ongoing responsibility of management who must follow board-approved policy and keep the board informed. The board can ensure that it includes risk on its agenda by including a discussion of risk and opportunity in strategic planning sessions and by requiring the Executive Director to raise current risk issues at board meetings. Organizations with an Audit Committee can instruct the committee to review financial and other risk issues and report on them to the board.
What is the board’s role in planning?
The directors of a not-for-profit organization are responsible for approving its strategy and budget. The degree of board involvement will generally depend on the size and complexity of the organization and the availability of staff and volunteers capable of planning.
- In smaller organizations the board may develop the plans and budgets or delegate the tasks to a committee of the board (Finance, Planning, etc).
- Organizations with active volunteer committee structures and a small number of staff may establish a joint staff-volunteer planning group.
- Organizations that are primarily run by a professional staff will generally ask staff to develop plans and budgets for approval by the board.
In cases where the board is not fully involved in developing the strategic plan and budgets, it may be appropriate for the board to meet with the planning group to discuss the planning assumptions and initial strategy proposals and to approve guidelines for the planners. The directors can be a valuable resource to the strategic planning process by providing a fresh perspective and asking questions to satisfy themselves that the plan is well thought out, realistic and compatible with the organization’s values and strategy.
The board’s responsibility for approving strategy requires directors to schedule enough time for proper review and discussion. The discussion usually takes place at a board strategy session with staff. The board subsequently approves the strategic plan at a board meeting.
For full answers to all questions, click here to download
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How Are Boards Responding to the Independence and Conflict of Interest Issues Associated with Fairness Opinions?
In response to the enhanced awareness in the marketplace in relation to corporate governance and independence, as well as a heightened risk of litigation, boards of directors are increasingly requesting fairness opinions be prepared by an independent party. This trend has become apparent over time, notwithstanding that the Ontario Securities Commission (OSC) does not specifically require that fairness opinions be prepared by an independent valuator and/or party.
Link to full document
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Final Report of the Advisory Committee on Improvements to Financial Reporting to the US Securities and Exchange Commission
Released: August, 2008
This report contains 25 recommendations to increase the usefulness of financial information to investors, while reducing the complexity of the financial reporting system to investors, preparers, and auditors.
Five major themes in the report include:
- Increasing the usefulness of information in SEC reports;
- Enhancing the accounting standards-setting process;
- Improving the substantive design of new accounting standards;
- Delineating authoritative interpretive guidance;
- Clarifying guidance on financial restatements and accounting judgements.
Link to full document
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Post Your Directorship Opportunity Here
Are you searching for a Director for your for-profit or not-for-profit board? Directors Source is a powerful Internet-based directors-matching site that gives you access to a rich talent pool of Canada's leading Chartered Accountants (CAs). And, for a limited time, your first posting is free. Go to www.directorssource.com and click on Companies to get started today.
Special Offer: Post one of the next three for-profit directorship opportunities on Directors Source and your posting will be included in the next issue of Directors Source News.
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Webinar: IFRS — What you need to do now
Date: October 8, 2008
Time: 12:30 ET
Format: 30 minute presentation followed by 15 minutes of Q&A
Description:
Understanding the impact of IFRS on your business is the first step towards a conversion project that works. Those who start planning early are more likely to have a smoother conversion process. This webinar will outline the steps you need to take now to avoid unpleasant surprises down the road.
Click here to register
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CICA's Conference on Corporate Finance
Future Opportunities for Doing Business in Canada
Date: November 5-6, 2008
Location: The Hilton Toronto, Toronto, ON
Merger and acquisition activity has been phenomenal over the past few years. Now, what lies ahead? Find out by attending this two-day conference featuring a keynote address by Jeff Rubin, Chief Economist & Chief Strategist at CIBC World Markets. Other sessions, held in both plenary and concurrent format, include Partnering for PPP, Listing on Venture Exchanges, Dealing with Distressed M&A, and Going Private. Networking opportunities will allow you to meet with colleagues who are dealing with similar challenges.
Click here for more information
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2008 Intergovernmental Forum on Risk Management: Decision-Making, Strategy and Culture
Date: September 22-23, 2008
Location: Ottawa, ON
Conference Overview:
Risk management has become a core competency for senior executives across the public sector. Connect with your peers from all levels of government and discuss the issues that are important to you, your team, and your organization. Benefit from the insights of leading risk managers, including how to use risk management in strategic development and decision making, and how to integrate risk awareness and understanding into the culture and core processes of your organization. New perspectives and practical implementation case studies will demonstrate the latest risk management best practices. Find out how to build risk into policy, and how to measure effectiveness and communicate risk and the importance of risk management effectively to all stakeholders. Discuss your issues with your peers and the experts, and examine the latest insights in risk management measurement and governance.
Click here to register
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The CICA’s Guide to IFRS in Canada
The CICA’s Guide to IFRS in Canada — a quick reference guide to upcoming changes, including a comparison of the current CICA Handbook standards (at March 31, 2007) with the comparable IFRS standards.
Click here to download Guide
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The Role of the Board of Directors in Corporate Social Responsibility
Published: July 2008
Source: The Conference Board of Canada
This report examines corporate social responsibility and ways in which a board of directors can provide oversight and strategic direction on the firm's social and environmental performance.
Document Highlights:
The report looks at how good corporate governance will be redefined over this decade to include ways in which a board provides oversight and strategic direction on the firm's social and environmental performance. Key issues include the critical role of the firm's CEO and chair and their influence on the board's uptake of corporate social responsibility (CSR). As well, the integration of CSR into the firm's performance management system and strategic planning (both of which come under the influence of the board of directors) will have a profound effect on CSR performance in the years ahead.
Link to full document
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The Canadian Institute
of Chartered Accountants
277 Wellington Street West
Toronto, Ontario M5V 3H2, Canada
Tel. 416-977-3222
Fax: 416-204-3414 |
Editor
Janice Turner
janice.turner@cica.ca
Designer
Mark Hinkley
© 2008 CICA
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