Transcript Navigating the New Audit Standards “The Risk Assessment Suite”

Boards:
The Famous and the Infamous
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TRANS-EUROPEAN DIVISION TREASURER SEMINAR
JUNE 11-17, 2012
Ann Gibson, PhD, CPA
Andrews University
The Board of Directors
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The Board of Directors is at the top of the
organization’s governing structure.
In non-profit institutions, the board owns an
organization….for the sake of the mission which that
organization is to perform…. (Board members) own
the organization because they care.
David Hubbard
Boards Behaving Badly
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The Board of HealthSouth:
 Well compensated; received 25,000 shares annually
 Financial ties to Richard Scrushy
 Many board members were also company officers
 Used loans to “enhance equity ownership”
Boards Behaving Badly
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“We (directors) really don’t know a lot about what
has been occurring at the company.”
HealthSouth Board Member
“We relied on the explanations of management so we
were deceived as to the fraud.”
HealthSouth Audit Committee Chair
Boards Behaving Badly
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“The conduct of the HealthSouth board amounted to
‘gross negligence.’”
Corporate Governance Expert
Boards Behaving Badly
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The Board of the Baptist Foundation of
Arizona (BFA):
 Engaged in related party transactions to their own
benefit
 Accepted phony land swaps and large loans
 Hid information through the use of 60 shell
corporations
Boards Behaving Badly
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Members of the BFA board, especially the pastors and
laypersons, interpreted the complex corporate shells as
sophistication
And the increasing income numbers on the financial
statements, even in a down real estate market, as
persuasive positive evidence
Types of Boards
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 The Passive Board
 The Contrary and Confused Board
 The Strong-minded Board
 The Super, Mission-driven Board
Types of Boards
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The Passive Board:
 A sleeping board
 Afraid to ask questions lest they appear naïve
 Insider-dominated board
 Likely to “rise” to protect management from
criticism
 Likely to rush difficult issues to a vote
 Dominated by the CEO
Types of Boards
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The Contrary and Confused Board:
 Unclear about the organization’s mission
 Plagued with conflicts of interest
 Directors see personal benefit to serving on the
board; may use board position to enrich themselves
Boards Behaving Badly
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The Board of Enron:
 Hand-picked by Ken Lay
 Well compensated: over $380,000 each in 2001
 Financial ties to Ken Lay
 Conflicts of interest
 Failure to monitor and follow-through on decisions
Boards Behaving Badly
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SDA Boards can have conflicts of interest:
 Inside-directors come with their own agenda
 Inter-connected relationships between church
boards
Types of Boards
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The Strong-minded Board:
 Led by members who have their own interpretation
of what is good for the organization or its community
 Led by members who wish to move the organization
in ways that benefit themselves and/or the
charismatic leader rather than the organization
Types of Boards
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 Strong-minded boards often exist where professional
training and judgment are critical to understanding
the mission of the organization
 Such boards require either the education of board
members or the selection of members who already
understand the mission of the organization
Boards Behaving Badly
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The Board of Citigroup:
“I had no familiarity at all with CDOs (collateralized
debt obligations).”
“…I am not senior management. I have this side role.”
Robert Rubin, Chairman
Boards Behaving Badly
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The Board of WorldCom:
 A passive board
 “Bernie’s Board” - Composed of Bernie’s friends
 Considerable conflicts of interest
 Became millionaires by WorldCom stock holdings
Boards Behaving Badly
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 Rule No. 1: Don’t bet against Bernie
 Rule No. 2: See Rule No. 1
 Not an active or curious board. Was not aware of
major debt transactions with Bernie Ebbers
Ethics Scenario
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It’s April, 2002
You are a member of WorldCom’s Board of Directors
Ethics Scenario
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It’s July, 2002: WSJ headlines read:
“WorldCom Plans Bankruptcy Filing. Board Approves Move;
Operations to Continue During Reorganization”
Types of Boards
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The Super, Mission-driven Board:
 Understands the mission of the organization
 Seeks to remain true to that mission as it provides
guidance to the organization
Non-Profit Organizations
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 Do not have owners in the traditional sense
 May be responsible to many stakeholders
 May be dependent on many stakeholders
 May have clientele different than those who fund or
govern the organization
Non-Profit Organizations
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 Role of the Board particularly crucial in non-profit
organizations because the board is entrusted with the
mission and the corporate integrity
 Requires that the Board focus on the mission of the
organization and embrace “systems thinking” rather than
remaining “representational” for a specific constituency
SDA Governance
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Two Governance Structures:
 The Governing Board
 The Executive Committee
SDA Governance
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The Governing Board Model:
 Stand-alone entities (e.g., institutions)
 Separately incorporated
 One voting board member who is an employee
 Chaired by an external person
 CEO/President accountable to the board
 Board makes limited hiring decisions
SDA Governance
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The Executive Committee Model:
 Entities included in the church network





(conferences, unions, divisions)
Unincorporated
Many employee voting members on Committee
Chaired by an internal person
All three officers accountable to the Exec Committee
Committee makes many hiring decisions
Non-Profit Organizations
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“To be effective, a non-profit needs a strong board, but
a board that does the board’s work. The board not
only helps think through the institution’s mission, it is
the guardian of that mission and makes sure the
organization lives up to its basic mission….
Over the door to the non-profit’s boardroom there
should be an inscription in big letters that says:
Non-Profit Organizations
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MEMBERSHIP ON THIS BOARD IS NOT POWER;
IT IS RESPONSIBILITY.”
Peter Drucker
Managing the Non-Profit Organization
Non-Profit Organizations
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The governing board has power:
 Has ultimate corporate authority
 Total authority matched by total accountability
 Total authority can be superseded only by the
organization’s owners or by the state
 For corporate boards, the owners are the
shareholders; for the SDA church, the owner is the
constituency or “membership”
Non-Profit Organizations
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The governing board has the responsibility:
 To determine the organization’s mission and purpose
and to focus on the mission.
Johnson and Johnson and the Tylenol crisis (1982)
Not-for-Profit Organizations
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 To lead change; focus on long-range vision and
strategies and critical relationships
 To ensure legal and ethical integrity and maintain
accountability. To act as a conscience, a keeper of
human and moral values
 To provide proper financial oversight
Not-for-Profit Organizations
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 To provide a window to the outside world for
management
 To help the organization be understood by its
constituencies
 To support the CEO and assess his/her performance
and assure management competence
Not-for-Profit Organizations
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 To recruit and orient new board members and assess
board performance
 To request good governance information and ask the
crucial questions
 To use technology to communicate effectively with
other board members and with constituents
Not-for-Profit Organizations
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Crucial questions to ask:
 Are appropriate financial reports prepared and
presented to the finance committee in a timely
manner? What are the financial results for the year?
 What are the observations or analyses that the
finance committee has considered?
Not-for-Profit Organizations
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 Are there any tax or legal considerations of which we
should be aware?
 Are we meeting our budget? If not, why not? Are
the variances great enough to warrant action on the
part of management or the board?
 Do we have strong internal controls? Do the controls
assure the accuracy of the financial statements?
Not-for-Profit Organizations
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 Are the organization’s investments managed in
accordance with board-approved investment
policies? How have our investments fared?
 Have there been any unexpected events, or do we
anticipate external changes, of which the board
should be aware?
 Are we operating efficiently?
Not-for-Profit Organizations
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 Are our programs valid? Are the revenue sources
secure? Are we adapting to the changes in our
environment? Are there opportunities that are going
unexplored?
 Are there any reasons we should be worried?
Ethics Scenarios
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The Purchase
The Best Investment
Individual Board Members
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Legal Duties of Individual Board Members:
 The Duty of Obedience
 The Duty of Loyalty
 The Duty of Due Care
Individual Board Members
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The Duty of Obedience means that board
members must insure that:
 The organization is “obedient” to its purpose and
role as defined by its charter
 The organization is “obedient” to the laws of the
country in which it operates
Individual Board Members
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 The organization is “obedient” in fulfilling all
commitments, both current and previous ones
Individual Board Members
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The Duty of Loyalty means that board
members must:
 Act in good faith for the benefit of the organization
 Maintain confidentiality of privileged information
Individual Board Members
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 Serve with undivided allegiance when making
decisions
 Refuse to use their position on the board for personal
advantage
Individual Board Members
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The Duty of Due Care means that the board
members must:
 Be diligent in managing the affairs of the
organization
 Be prudent in managing the affairs of the
organization
Individual Board Members
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“Due Care” speaks to an expected level of competence
Perfection is not demanded, but understanding the
basics of the mission of the organization, the critical
factors to make it successful, and the possible pitfalls is
expected
Additional expertise may demanded of board members
if they carry specific roles
Individual Board Members
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Specifics of “due care” may include:
 Attending meetings regularly
 Showing independent judgment in voting
 Being informed
 Reliance on or seeking information from trusted
sources
Ethics Scenarios
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The “Broke” Organization
The Christian Board
Audit Committees
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The Audit Committee is composed of “outside”
members of the board
These members should have:
 Board business experience
 Knowledge of the organization’s finance, accounting,
and auditing operations
 Facility in obtaining information by inquiry
Audit Committees
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Primary responsibilities:
 Oversee the organization’s internal accounting
controls
 Review the audit plan and the audited financial
statements with the independent auditors
Board Assessment
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Questions for the personal board member:
To what extent are the goals of the board clear to you?
To what extent is your role on the board clear to you?
Board Assessment
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Questions for the Board as a group:
 How would you rate the board’s problem-solving
abilities?
 To what extent is conflict on the board managed
productively?
 How effective are the board’s decision-making
processes?
Board Assessment
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Questions for the Board regarding the quality
of communication:
What is the communication…..
 Among board members?
 From leadership to the members?
 From leadership to the committees?
 From the members to leadership?
 Between the board and the staff?
Chairing the Board
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An effective chair person should:
 Both set and stick to the board agenda.
 Be able to move beyond the details.
 Build unique relationships with each board member
and use them to shape consensus.
Boards
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Questions?
References
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Alstadter, Eric. (1998) “Keys to keep your board on track.” Nonprofit World. 16 (6) p 14-15.
BoardSource (2007) The Nonprofit Board Answer Book. 2nd ed. San Francisco, CA: John Wiley
Carter, Bob (2001) “Where are the leaders?” Fund Raising Management. 32(5) p 42-48.
Cooper, Lowell (2011) “Effective boards and committees.” Presentation to Pacific Press Publishing
Association Board
Drucker, Peter (1990) Managing the Non-Profit Organization. NY: Harper/Collins.
Fager, Chuck (1999) “Baptist Foundation faces investment fraud charges.” Christianity Today.
43(12) p 18-20.
Jennings, Marianne. (2012) Business Ethics. 7th ed. Cincinnati, Ohio: South/Western/Cengage
Learning.
Jennings, Marianne. (2006) The Seven Signs of Ethical Collapse. NY: St. Martins Press.
Lang, Andrew (1994) “Staying financially sound: Knowing which questions to ask can help you
ensure your association’s financial viability.” Association Management 46(1)
Masaoka, Jan. (2002) “A board’s financial duties.” Association Management 54(1) p 102-105.
Orlikoff, James. (1998) “7 practices of super boards.” Association Management 50(1) p 52-58.
Partridge, William (2000) “Getting the board to measure up.” Association Management 52(1) p
59-63.