Governance, board effectiveness & corporate culture

Corporate Governance

A clearly defined and transparent governance strategy directs and guides an organisation and promotes understanding and confidence among its stakeholders. Mazars are experienced in assisting boards, committees and both senior and operational management to ensure sound governance, whilst fulfilling their responsibilities to a wide range of stakeholders.

Good governance, however, does not stop with strategic decision-making and the cultural ‘tone at the top’ but instead runs deeper into the governance arrangements surrounding key processes and operational decisions.

The services we offer include:

• Reviews of overall governance frameworks (including committee structures and reporting lines) and recommending proportionate enhancements;
• Reviews of governance arrangements and benchmarking these against the Combined (Corporate Governance) Code and best practice and recommending improvements;
• Detailed reviews of board effectiveness;
• Reviews of existing procedures for evaluating executive and non-executive performance;
• Assistance with the selection, training and development of high quality non-executive directors;
• Reviews of risk management and internal control procedures against the Turnbull Report and the COSO frameworks for Sarbanes-Oxley compliance; and
• Reviews of corporate culture.

Board Effectiveness

Boards play a vital role in the long-term success of an organisation through shaping and maintaining its purpose and values and also ensuring strong but sustainable performance. The best boards never take success for granted. They are constantly striving to improve and develop along with the organisation they represent – sometimes through steady incremental innovation and at other times through embracing and managing the risks of transformational change.

Externally facilitated board effectiveness reviews enable boards to stand back and assess their strengths and areas for development through an independent lens and to identify the changes that will enable them to achieve their full potential.

Mazars has experience of undertaking board effectiveness reviews. Using a board polarities model, co-developed by Mazars, our approach focuses on both outcomes and behaviours in the boardroom and the wider business. Our reviews are undertaken with the tact required to manage often sensitive governance-related issues, yet with the insight and incisiveness which comes from significant experience in the field.

Corporate Culture

The CIIA’s Financial Services Code published in July 2013 recommends not only that the remit of internal audit should be unrestricted, but also that it should include within its extended remit the risk and control culture of the organisation. Such an approach should therefore:

• Assess whether the processes, actions and ‘tone at the top’ are in line with the values, ethics, risk appetite and policies of the organisation; and
• Evaluate whether the organisation is acting with integrity in its dealings with customers and in its interaction with the markets.

Mazars won the Audit Innovation of the Year award by the IAB for our Corporate Culture Audit. We developed a methodology to make corporate culture visible, measurable and comparable by focussing on vision and values, behaviour, responsibility, structures and functions. The methodology can be applied, regardless of an organisation’s size and structure. We can apply this methodology to provide a structured way of auditing culture within the scope of four core cultural elements:

• Corporate vision and values;
• Corporate behaviour;
• Corporate responsibility; and
• Corporate structures and functions.

Please contact us for further information on the governance services we provide.

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