The centre for corporate governance

Board leadership services

www.deloitte.com/in
The centre for corporate governance
Board leadership services

Introduction
As Indian companies experience a changing regulatory
landscape, rapid growth and international expansion,
they should look to adopt prudent measures to
safeguard shareholder interests. Given the escalating
concerns of various stakeholders such as regulators, Approach
investors, employees, and business partners, corporate
governance has changed from merely being a buzz
word to a dependable and tangible method to ensure
preservation of shareholder value. Assess Board and Corporate
Governance Practices Perform
Deloitte Touche Tohmatsu India Private Limited SWOT
(Deloitte)’s Centre for Corporate Governance aims Analysis
to promote board leadership through a continuous
dialogue among Deloitte, corporations and their boards Provide
of directors, investors, academia, and government. The Training
centre brings together the knowledge and experience of
Deloitte in India and the world-over in the critical areas Identify
of corporate governance. Gaps

The centre facilitates a range of assessment services Assist in

to help corporate boards and their sub-committees Board
in gauging their performance and effectiveness. Evaluation Suggest
Examples of these services include assessment of board Actions &
effectiveness, assessment of ethics and compliance Implement
programs, and assessment of board’s risk management
practices.

Methodology

• Succession Planning and

• Board Composition and Selection
Remuneration

Develop • Risk Management and

• Board Oversight
Roadmap Controls
Gather
Data
Board Senior
of • Committee Composition • Legal and Regulatory Manage-
Directors and Functioning Compliance ment
Assess
Maturity Evaluate
• Ethics Practices • Financial Reporting

• Meeting Practices • Stakeholder Relations

Tools and resources: Corporate Governance Maturity Model
Combining its deep experience of corporate governance
advisory, Deloitte has developed a wide array of

Stakeholder Value
innovative tools and methodologies which companies Enlightened
can deploy to improve their corporate governance
Progressive
practices. Well Intentioned
Passive Ceremonial

Corporate Governance Maturity Model Corporate Governance Maturity

Corporate Governance Maturity Model is an industry-
Examples of leading practices
agnostic framework that lists key attributes associated
Passive Ceremonial Well Intentioned Progressive Enlightened
with five discrete levels of maturity on the continuum
• Board • Directors are not • Optimum size and • CEO-Chairman • Board works as a
to becoming a better governed enterprise. It can help
composition truly independent skill of the board split cohesive unit
companies identify where corporate governance capa- is promoter • Director selection • Director roles and • Formal director • Director
bilities may lie on a maturity continuum. The model, dominated is referral based responsibilities nomination independence
• Lack of minimum • Absence of identified process evaluation is
while incorporating mandatory and recommended no of independent some mandatory • Mandatory • Board introduced
compliances, also takes into account international best directors committees and special performance • Director
• Absence • Inadequate committees evaluation is appointment
practices thus making it a robust, practical and value- established introduced letters are
of required disclosure
adding tool. mandatory practices (e.g. • Full compliance • Presence of lead disclosed
committees related party with Clause 49 independent • Open and
• Absence of transactions) • CoC is available director transparent
Corporate Governance Diagnostic: direction from the • Inadequate CEO/ • Framework for • Independent culture in the
Corporate Governance diagnostic tool is an industry- Board CFO certification internal controls is directors boardroom
• Financial • Absence of Code established contribute • Committees
agnostic tool that is based on the fundamental areas statements do not of Conduct (CoC) • Board reviews positively charters are
of responsibility of the board, its sub-committees and follow standards • Information flow legal compliance • Executive updated
executive management and helps companies identify • Lack of strong to the board is periodically sessions are held periodically
internal controls poor • Absence of frequently • Succession plans
where they are on the Corporate Governance Maturity • Clause 49 • Unequal succession plans • Audit committee in place
Model. By assessing an enterprise’s governance capabili- compliance is not treatment of • Board oversees approves related • Risk management
introduced shareholders risk management party transactions is integrated with
ties across a number of dimensions, this tool can help • Lack of value program • Remuneration strategic decision
companies better understand the actions that need to perceived from policy is disclosed making
Corporate • The board • Corporate
be taken to advance the efficiency and effectiveness of
Governance oversees governance is
governance. performance of seen as a key
the management value driver

These tools can help companies:

• Assess current corporate governance capabilities Corporate Governance Diagnostic
• Assess effectiveness of the board as a whole and Composition
Executive Stakeholder
individual committees Relations Selection
Management 5 Board of
• Identify the effectiveness of current corporate Directors
governance program Shareholder 4 Oversight &
Relations Performance Mgmt
• Identify potential improvement opportunities for 3
corporate governance program 2
• Facilitate more specific conversations with boards, Financial Desired
Reporting & 1 Ethics State
committees and executives
Controls 0
Current
State
Legal & Meeting
Regulatory Effectiveness
Compliance

Risk Board Committees

Management
Board
Succession Planning Audit
Committees
& Remuneration Committee
Contacts

Abhay Gupte
Tel.: +91 (22) 6681 0600
Email: agupte@deloitte.com

Ravi Veeraraghavan
Tel: +91 (44) 6688 5000
Email: rveeraraghavan@deloitte.com

Sanjoy Sen
Tel: +91 (40) 6670 5734
Email: sanjoysen@deloitte.com

Sundeep Nehra
Tel: +91 (124) 679 2165
Email: snehra@deloitte.com

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by
guarantee, and its network of member firms, each of which is a legally separate and independent entity.
Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche
Tohmatsu Limited and its member firms.

This material and the information contained herein prepared by Deloitte Touche Tohmatsu India Private
Limited (DTTIPL) is intended to provide general information on a particular subject or subjects and is
not an exhaustive treatment of such subject(s). None of DTTIPL, Deloitte Touche Tohmatsu Limited, its
member firms, or their related entities (collectively, the “Deloitte Network”) is, by means of this material,
rendering professional advice or services. The information is not intended to be relied upon as the sole
basis for any decision which may affect you or your business. Before making any decision or taking any
action that might affect your personal finances or business, you should consult a qualified professional
adviser.

No entity in the Deloitte Network shall be responsible for any loss whatsoever sustained by any person
who relies on this material.

©2010 Deloitte Touche Tohmatsu India Private Limited

Member of Deloitte Touche Tohmatsu Limited