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Bonjour à tous et à toutes, le Business Roundtable (association privée regroupant les plus importants président de la haute-direction) vient de publier son dernier guide des principes de gouvernance d’entreprise. Intitulé « Business Roundtable’s Principles of Corporate Governance », ce guide

The latest edition of the Business Roundtable’s Principles of Corporate Governance makes one particular principle much more fundamental than it was in the previous edition of the guide.

That principle is diversity, a hot topic in the association world. In a key section of the report, the Roundtable emphasizes that a board should encompass in its members a variety of diverse backgrounds and experiences.

Les principes mis de l’avant sont les suivants :

1. The board approves corporate strategies that are intended to build sustainable long-term value; selects a chief executive officer (CEO); oversees the CEO and senior management in operating the company’s business, including allocating capital for long-term growth and assessing and managing risks; and sets the “tone at the top” for ethical conduct.
2. Management develops and implements corporate strategy and operates the company’s business under the board’s oversight, with the goal of producing sustainable long-term value creation.
3. Management, under the oversight of the board and its audit committee, produces Financial statements that fairly present the company’s financial condition and results of operations and makes the timely disclosures investors need to assess the financial and business soundness and risks of the company.
4. The audit committee of the board retains and manages the relationship with the outside auditor, oversees the company’s annual financial statement audit and internal controls over Financial reporting, and oversees the company’s risk management and compliance programs.
5. The nominating/corporate governance committee of the board plays a leadership role in shaping the corporate governance of the company, strives to build an engaged and diverse board whose composition is appropriate in light of the company’s needs and strategy, and actively conducts succession planning for the board.
6. The compensation committee of the board develops an executive compensation philosophy, adopts and oversees the implementation of compensation policies that fit within its philosophy, designs compensation packages for the CEO and senior management to incentivize the creation of long-term value, and develops meaningful goals for performance-based compensation that support the company’s longterm value creation strategy.
7. The board and management should engage with long-term shareholders on issues and concerns that are of widespread interest to them and that affect the company’s long-term value creation. Shareholders that engage with the board and management in a manner that may affect corporate decisionmaking or strategies are encouraged to disclose appropriate identifying information and to assume some accountability for the long-term interests of the company and its shareholders as a whole. As part of this responsibility, shareholders should recognize that the board must continually weigh both short-term and long-term uses of capital when determining how to allocate it in a way that is most beneficial to shareholders and to building long-term value.
8. In making decisions, the board may consider the interests of all of the company’s constituencies, including stakeholders such as employees, customers, suppliers and the community in which the company does business, when doing so contributes in a direct and meaningful way to building long-term value creation.

À la prochaine…

Ivan Tchotourian

L’EHRC vient de publier un guide « Business and human rights – A five-step guide for company boards » bien intéressant pour les CA. Comme le précise ce document : « We recommend that boards should follow five steps to ensure that their company is fulfilling its responsibility to respect human rights in a robust and coherent manner that meets the expectations of the UN Guiding Principles and UK statutory reporting obligations. Boards should be aware of the company’s salient, or most severe, human rights risks, and ensure ».

The following are the five steps that it is recommended boards should follow to ensure that their company is fulfilling its responsibility to meet human rights in a robust and coherent manner that meets the expectations of the UN Guiding Principles and UK statutory reporting obligations:

1. the company should embed the responsibility to respect human rights into its culture, knowledge and practices;
2. the company should identify and understands its salient, or most severe, risks to human rights;
3. the company should systematically address its salient, or most severe, risks to human rights and provide for remedies when needed;
4. the company should engage with stakeholders to inform its approach to addressing human rights risks; and
5. the company should report on its salient, or most severe, human rights risks and meet regulatory reporting requirements.

Attention : encore une fois, tout cela n’est que du droit international et donc du droit « mou ». Ce guide l’exprime très bien en ces termes : « The Guiding Principles do not create any new international legal obligations on companies, but they can help boards to operate with respect for human rights and meet their legal responsibilities set out in domestic laws ».

À la prochaine…

Ivan Tchotourain