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In the past ten years, the role of the audit committee in the corporate governance framework has become more significant. In the past the audit committee used to be a purely preparatory commission for the supervisory board. Now it is more structured, with its own agenda, profile, minutes, and often a separate set of by-laws. The work has also become more technical and formal, partly as a result of increasing external regulation. This means that audit committee members need a certain background and expertise in order to add value to the committee.The demanding task of being an audit committee chairman is clearly shown in the interview with Henk Scheffers in this edition of the Audit Committee Quarterly.In our second interview in this edition of the Audit Committee Quarterly, Harm Jan de Kluiver talks about the practical impact of the Wet Bestuur & Toezicht. In this edition, you can also read an article about the new independent auditor’s report, impressions from the Roundtable meetings we have organised in 2014, and the results of ACI’s 2015 Global Survey of some 1,500 audit committee members around the world.
You can download the Audit Committee Quarterly Winter 2014 ( 1,90 MB)
The theme of this Summer issue of the Dutch Audit Committee Quarterly is the role of the chairman of the supervisory board and the audit committee. As supervisory boards have to meet increasing demands and expectations, the role of the chairman becomes more demanding as well. Although a primus inter pares, the chairman leads the board and thus has a final responsibility for the board’s effectiveness. He – at present there are no large Dutch companies with female supervisory board chairs – is responsible for ensuring that the board and its members are aware of and fulfill their governance responsibilities, comply with applicable laws and bylaws, conduct supervisory board business effectively and efficiently and are accountable for their performance. More and more, the chairman is also seen as guardian of the tone at the Top and corporate ethics.
You can download the Audit Committee Quarterly Summer 2014 ( 1,73 MB)
In this Spring edition of the Audit Committee Quarterly, as a mirror of the Spring 2009 edition, we explore the theme of ‘governance in the upturn’. What has changed and what has remained the same? To begin with the second, risk management and compliance are still high on the audit commitee’s agenda, because stricter regulation especially in the financial sector, is here to stay.
You can download the Audit Committee Quarterly Spring 2014 ( 1,86 MB)
This issue is devoted to the theme of reporting and stakeholder communication. We have been fortunate to hear the views of three people who, from their respective responsibilities and backgrounds, each have a different approach to the theme. Mike Rake is a seasoned executive and non-executive director. Drawing from his vast experience as an accountant and as chairman of several important companies like BT and Barclays, Mr Rake concludes that clarity for stakeholders is frustrated by the ever more complicated accounting standards under IFRS. In the second interview, the managing director of Eumedion, Rients Abma, voices the interests of the shareholders, in particular the institutional investors. Dorothee van Vredenburch strikes a different note. As management board member of ING, her message is that in the communication with stakeholders it is vital that the company inspires trust.
You can download the Audit Committee Quarterly Winter 2013 ( 2,25 MB)
The question what are the most effective tools and methods to influence behaviour, is not easy to answer. By nature, they are less tangible than rules and procedures. Influencing behaviour, especially in the critical professional environment of the modern company, is all about trust, inspiration and leadership that gives a good example. Mr. Ruding, Mr. Van der Heyden and Mr. Rowley give their views on that, but also two other articles in this issue aim to give some relevant insights. One is about assessing the effectiveness of a board, in order to understand the board dynamics and identify where and how the effectiveness of the board can be improved. De Nederlandsche Bank (DNB), that has recently chosen to complement its formal instruments of financial supervision with supervision of culture and behaviour, has analysed the board culture and behaviour in Dutch financial institutions and gives some suggestions for improvement. Our theme concludes with an article that shows the judgment traps and biases in boardroom dynamics that can undermine the conclusions of even seasoned supervisory board members. Based on a recent COSO paper, the article recommends the use of a formal judgment process. A sound understanding of this five-step process - when correctly used – can help identify whether judgments by an audit committee are threatened by predictable, systematic judgment traps and biases.
You can download the Audit Committee Quarterly Summer 2013 ( 2,27 MB)
This edition focuses on the corporate governance framework, especially regarding the supervisory board an the audit committee. Of course, the Corporate Governance Code, introduced in 2004, has played a decisive role, which is commented on by Jos Streppel, Jean Frijns and Jaap van Manen, respectively Chairman, ex-Chairman and Member of the Monitoring Commission. All three are convinced that the quality of corporate governance in the Netherlands has improved since the introduction of the Tabaksblat Code. However, they also warn that culture and behaviour are the factors that really count in governance quality. Unfortunately, although behaviour and culture are very hard to put into codification and regulation, more regulation is precisely what we have seen in reaction to the crisis and to corporate failures.
You can download the Audit Committee Quarterly Spring 2013 ( 2,82 MB)
Both the physical and the reputational aspects of cyber security make it more and more important for supervisory board members to put cyber security on their agendas. This is why the ACI decided to devote part of this Audit Committee Quarterly to the theme of cyber security and the role of the supervisory board and the audit committee. First, IT and cyber security expert Edo Roos Lindgreen explains the width and depth of the problems. Roos Lindgreen lends a hand by proposing twenty questions supervisory boards can ask to address cyber security in their meetings with management. Ada van der Veer-Vergeer, an experienced supervisory board member who has an affinity with information safety and confidentiality, points out that awareness is a key word in dealing with the challenges of digital technology and cyber security.
You can download the Audit Committee Quarterly Winter 2012 ( 2,17 MB)
In this issue of the Audit Committee Quarterly, you can read several articles and interviews that address various aspects of bribery and corruption. One article highlights recent developments in international anti-bribery legislation and enforcement. Another explains how companies can mitigate bribery and corruption risks. We were also glad to interview two fraud experts: Joost Italianer and Peter Wakkie. The first, a lawyer specialised in white collar crime, talks about the do’s and don’ts for company leaders with respect to anti-corruption legislation. The second, an experienced legal counsel and Supervisory Board member, makes a convincing case for proactive corporate governance in times of corporate crisis.
You can download the Audit Committee Quarterly Summer 2012 ( 2,3 MB)