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Last September, US
Securities and Exchange Commission Chief Accountant Wesley Bricker observed that
“the audit committee plays a vital role in overseeing a company’s financial
reporting, including the implementation of new accounting standards.”
One hotspot on the implementation front is oversight of how companies are implementing a major new accounting standard that will significantly change estimating and accounting for credit losses. The new accounting standard requires companies to measure certain credit losses under a new model, commonly referred to as the current expected credit loss model.
The standard will
affect accounting for a wide range of financial assets, including loans,
held-to-maturity debt securities, receivables, net investments in leases, and
certain off-balance sheet credit exposures. For most calendar year-end public
companies, the new standard is effective on January 1, 2020.
With this oversight challenge looming, the Center for Audit Quality has developed a tool to aid audit committee members. In addition to providing a concise overview of the standard, the tool provides ideas for audit committees regarding important questions to ask in key areas.
Evaluating the Company’s Impact Assessment
Company to company, the impact of the credit losses standard may vary based on a wide range of factors. Given this complexity, management may be performing high-level assessments to gauge whether the new standard’s impact will be limited, moderate, or significant. This impact assessment can be useful to guide the implementation plan, including consideration of needed resources.
As audit committees evaluate
management’s impact assessment, they should consider the following questions,
among others. (See the CAQ’s tool for additional questions.)
Were all relevant parties involved in assessing and understanding the potential impact of the standard? This pool could include the following departments and functions: accounting, tax, communications, financial reporting (including internal control over financial reporting), financial planning and analysis, investor relations, risk, credit, operations (data retention for forecasting), treasury, and information technology.What factors were considered in management’s impact assessment? How has management assessed the potential impact the new standard may have on key areas such as investor relations and communications, regulatory compliance, accounting for taxes, and the impact on financial statements of borrowers?When will management provide pro forma financial statements including disclosures and investor communications to the audit committee to demonstrate the expected impact of the new standard on the financial statements (including multiple scenarios based on potential economic environmental impacts)?
Evaluating the Implementation Plan
Companies should develop an
implementation plan and communicate it to the audit committee. As with the
impact assessment, audit committee members should have a number of questions in
mind as they evaluate the implementation plan.
How are milestones established and monitored? Are the milestones appropriate?How will the audit committee be apprised of status? Audit committees may want to consider requesting a quarterly progress report from management.Does a strong tone at the top support the effort required to implement the new standard? Is implementation receiving the appropriate resources (in-house and third-party) and priority?How is management’s assessment of internal control over financial reporting impacted?Has management created thorough processes to develop the expected credit loss model? Has it performed validation controls to verify that the model is performing as expected? Have governance processes and controls been put in place to determine that the model is—and will remain—fit for purpose?Who is responsible for new accounting policy decisions, and how does the company plan to revise written accounting policies?How has an internal communication plan been established (such that key stakeholders are aware of how the new standard will impact the company)? What is the view of the external auditor as it relates to the implementation plan? Will it satisfy the auditor’s plan and timeline to complete the audit in a timely manner?
Other Important Implementation
The questions don’t
stop at impact assessment or implementation. One critical area for audit
committees is understanding how the new standard will affect disclosures.
Exploring the following questions and others in the CAQ tool can aid in
building that understanding.
Has the company disclosed the potential effects of the future adoption of the new standard in interim and annual filings leading up to the effective date? If quantitative amounts are not known, has the company provided qualitative or directional disclosures? What is management’s strategy for identifying, drafting, and communicating to the audit committee any new disclosures required as a result of the standard? To the extent that information for new disclosures is not currently available, how will the company develop new processes and controls to obtain required information?
Naturally, the questions listed above are just starting points in what should be a robust dialogue. For more, I urge audit committee members to download our tool, which, like all CAQ resources for audit committees, is a complimentary resource to the public.
Julie Bell Lindsay became the executive director of the Center for Audit Quality in May 2019.
this business environment demands that businesses take evolutionary and
revolutionary approaches to the products and services they offer consumers. But
given the constant churn of new technologies, figuring out how to stay on the
cutting edge is daunting, to say the least.
According to data from the 2018–2019 NACD Public Company Governance Survey, nearly 70 percent of directors report that their boards need to strengthen the monitoring of strategy execution and their understanding of innovation and the associated risks and opportunities. To explore the board’s role in overseeing innovation, NACD recently hosted a roundtable discussion led by Nichole Jordan, national managing partner, markets, clients, and industry at Grant Thornton, and Ron Markham, executive innovation and risk leader of cloud computing company ServiceNow.
the conversation by recommending the following key questions that boards should
you leveraging technology to sense risk? Do
you seek outside perspectives?Is
my board digitally savvy?Do
I understand the organization’s transformation strategy?Is
the board receiving updates on relevant regulatory risks?
Are you leveraging
technology to sense risk? A best practice that Jordan is seeing as she interacts with boards
is the use of risk-sensing technologies—state-of-the-art solutions that scan
millions of data points in real time to surface the risks that are most
relevant to the organization. “That information may be changes related to your
key customers, or your competitors, like new patents being issued to your
competitors,” Jordan said. “Risk sensing will separate the signal from the noise and
provide that to you in a dashboard every morning so that you’re focused on the
most important developments. ”
Do you seek outside
perspectives? Although technology can be used to conveniently filter and funnel
information into the boardroom, participants agreed that directors need to go
outside of their peers to further augment their knowledge of what is happening
in the marketplace. Jordan emphasized how important that can be. She suggested
attending events such as CES or other conferences that afford directors direct
exposure to new technologies and the opportunity to ask questions of the people
responsible for bringing those new technologies to market.
roundtable attendee who went to a presentation given by Google on cloud
technology remarked on how helpful that experience was because it inspired
questions she would not have otherwise thought to ask. She mentioned that the
presentation provided her with information that allowed her to constructively
challenge the ways in which management was proposing to integrate cloud
technology into the business. Other solutions include consulting with research
firms or industry groups—Gartner or the Information Technology Industry
Council, for example—to bring in additional insights.
Is my board digitally savvy? Jordan stressed
that it’s imperative for boards to have digitally savvy members—especially if
the company is in an industry where business models are notorious for changing rapidly,
such as telecommunications. Citing research from the Massachusetts Institute of
Technology, Jordan said that companies with technologically adept
directors—people who served in roles such as chief information officers (CIOs),
chief technology officers, or chief operations officer—were more profitable and
enjoyed higher rates of growth. MIT also found that these directors approach
strategy differently. “They draw on their experience to focus the company’s
strategy on trends and transformation and the risks of not doing something,”
Jordan said. “They raise questions to help drive strategy in new directions.”
However, adding expertise comes at a cost—and not all boards are financially
able to either add a board seat or attract top talent. “Rather than having a
CIO on the board, you can have an advisory board that is compensated nominally
or not at all—they’re just happy to be affiliated and providing advice to a
board,” one attendee remarked. “I thought that was an elegant solution, increasing
the level of savvy on the board without getting an extra body or spending a lot
“I don’t know that it’s necessarily true that you need a tech person,” another
director opined, “but what you do need is somebody that can be what I would
call a technology translator, that can take whatever the technology is and
apply it to the business to say, ‘Okay, as a result of this technology, what
would be the right business applications that would provide the biggest
opportunity for the company, and what risks does having that technology if you
Boards can also leverage the CIOs functioning within their own organizations. “My
corollary to having more digitally savvy boards is there needs to be more
digitally savvy CIOs,” Markham remarked, recalling an experience of his own
where he stepped into a CIO role and had to quickly fix material IT-related
problems that were discovered via an external audit. “Not only did I have to be
board-savvy, my entire management team had to be board-savvy. They became
board-savvy. They understood risk, they understood internal controls, they
understood their responsibility with those controls, that they’re very
tangible, they’re critical, and they became part of our transformation story.”
For additional highlights from this roundtable conversation, check back on NACD BoardTalk on May 28.
We are all familiar with Artificial
Intelligence (AI), even if most of us might not be able to explain it. In simple terms, AI is computer-generated technology
that simulates human
intelligence. It is the basis for two perennially cheerful characters that many
of us speak to every day: Apple’s intelligent assistant Siri and Amazon’s
virtual helper Alexa. AI is also the brain behind millions
of recommendations on Netflix and Amazon. It powers self-driving cars and makes
impressively accurate Fantasy Football predictions.
Given the sheer utility and ubiquity
of AI, it’s no surprise that companies across all industries are willing to
spend to get in on the game. Global spending on AI-related technologies is set to grow from $1.5
billion in 2017 to $2.8 billion in 2021.
With these innovative
technologies in mind, is your board ready to work with management to lay the
best roadmap to success for your company? Let’s turn first to some examples of
how companies are putting AI to work now.
How AI Is Being Used Today
In financial services, AI is already being
used to speed up the process of opening a bank account by extracting
information from images and documents that the customer can submit through a
mobile app. This reduces the on-boarding process to minutes instead of hours
and helps grow the bank’s customer base since, according to a recent study, 38
percent of customers will abandon the account opening process if it takes too
AI is also being used to help nudge
customers to improve their financial lives and save more money. Consider the
fact that 40 percent of American
households don’t have enough savings to cover $400 in emergency expenses.
Similar to how your Nest thermostat learns your preferences of temperature
control, personal wealth planning applications learn your spending patterns,
risk profile, and investment preferences, and suggest ways to change your
behavior to increase savings.
In addition to improving the customer experience, banks are looking to AI to help improve the bottom line. More than 60 percent of participants in a recent NACD webinar said they would invest in AI for increased efficiency and productivity in their operations. AI’s ability to eliminate errors, improve customer service, and automate processes can exceed 80 percent in specific scenarios, so it is not surprising that AI is becoming a central strategic theme in many organizations.
It’s likely we’ve only seen the tip of the
iceberg in terms of AI applications within the financial services industry, let
alone many others. There is already talk of using AI in the loans space to
review documents in place of lawyers, and to make better decisions about borrowers
when market data is scarce.
Starting the AI Conversation
But I know there are lingering worries
about AI emerging in conversations in boardrooms worldwide. Every quarter there
seems to be a new technology that promises to address all of yesterday’s
problems. While there are certainly many success stories and examples of
improvements from AI, there are also implications to a company’s strategy, operations,
and culture. For example, concerns about the potential impact on the company
culture and employees present a real risk.
But so are the risks of not embracing
AI, since there’s little doubt your competitors will. To move forward with a
smart AI strategy, here are some questions that can help your board define the
company’s AI goals:
What problems are we trying to solve with AI? What metrics and milestones are we using to define success?Is our existing technology ready to support AI initiatives?Does our AI budget match our strategic goals? What are our competitors doing that we can replicate and improve?
And the central theme of all of these
questions should be: How is this ultimately helping our customers? AI
technology can facilitate quantum jumps in the ease of doing business, the
accuracy and timeliness of services, and data delivered, but the focus should
be on the customer’s needs first.
Building Your AI Strategy
Best practices in this space have deep
roots in other management theories, but have evolved to reflect recent successes
at enterprises across industries as companies explore the possibilities of AI.
A winning strategy boils down to customer-focused design, data preparation, a
prototyping plan, and buy-in from your employees.
Design. When management works to design the strategy, they should avoid asking
clients about features and functions. Instead, the board should direct the
strategy team to focus on clients’ problems. New technologies allow product
design to reimagine a customer’s experience across the end-to-end lifecycle. With
this comes the question of how the company is capturing client feedback on
their experiences with your products and services and how that feedback is taken.Preparedness. Any move to incorporate AI into your business strategy should start
with an assessment of the current situation. Much of technology modernization
comes down to the state of the company’s data. Not all processes will benefit
from AI. But where there is potential for AI solutions, features such as
real-time processing, high-availability, scalability, and cost efficiency
matter. Being able to provide data visualization, analytics, predictive
analytics, and machine learning will all be dependent on the state of the
company’s applications and their associated data. Directors should ask for
benchmarks on data quality when assessing AI’s role in strategy. Experiments. The phrase “fail fast” is frequently used in today’s agile design and
programming methodology. Another way to consider this approach is “learn
quickly.” Boards should encourage management to engender a culture that prototypes,
observes, gets client feedback, and adjusts accordingly. At Broadridge, we frequently
use pilot programs to quickly assess the viability of new ideas. Determining
how to implement ideas quickly and inexpensively with the understanding that
some will not work is essential to building an organization and culture aligned
with the reorientation to new technologies.Personnel. Perhaps the most important reason to have a clear AI roadmap is to
communicate it to the company’s existing personnel. Employees want to be
inspired by the firms they work for. They want to understand the vision. And
they don’t enjoy repetitive jobs. What many firms lose sight of is that in any
transformation, when there are new tools for the job, training the existing experts
to use them is often the best solution. The board should ask management what
their plan is for rolling out the new technology and how it will navigate
questions and concerns from personnel.
Directors shouldn’t doubt the utility of AI and that it has a role to play. The technology of today has the potential to transform our clients’ experiences, leveraging our subject matter experts as we increasingly connect the dots to consider the end-to-end client lifecycle. But these opportunities are not without risk, and nirvana is rarely reached without discussions about the roads to take along the journey. It’s worth having these conversations today if we wish to harness the power of AI tomorrow.
Interested in hearing more from Broadridge’s Michael Tae on AI? Listen to a recent NACD webinar about the reality of AI here.
As C-suites increasingly desire actionable insights to help run their business, and boards seek the right metrics to understand management’s progress, workforce analytics is becoming a key focus area. Last month, I wrote about the potential in this area—a timely topic as more companies begin to mine employee data as they do consumer data. From mapping which teams consistently deliver peak innovation, to removing barriers so employees’ workdays are more productive, workforce data insights are growing in number and impact.
Impact On Business Performance
Many board members and executives
that I speak with are surprised when they learn that these data driven insights
can add to or detract from business performance by as much as six percent. For
example, Credit Suisse used algorithms to identify high-performing employees who
were a high retention risk. The company then trained special managers to focus
on and retain these employees, saving roughly $70 million per year.
In another example, shoe retailer
Clark’s use of workforce analytics showed leaders that every one percentage point improvement in employee engagement led to an
improvement of 0.4 percentage points in business performance. By analyzing the
characteristics of its 100 best-performing stores, the company created a
blueprint for high-performing stores, along with an engagement toolkit for
managers to use with teams.
are examples of point solutions, imagine an enterprise embedded with an
interconnected web of solutions, created and fueled by workforce data insights.
These insights could accelerate a company’s transformation, unlocking value
hidden within its own workforce data. One way to think about it is that each
company and workforce has its own unique organization DNA that can be
understood and analyzed to unlock hidden value and capabilities. Boards can help C-Suite leaders more
quickly transform their business by insisting that the company’s management
team engage in responsible workforce data collection and mining practices, as
part of a framework of thoughtful governance. And we’re seeing that leading
companies engage employees as partners in that process.
Given that this is a greenfield for some organizations, I’ll share
some thoughts on how to ensure organizational DNA is handled responsibly. While
these ideas are not a prescription—after all, each company’s needs will be unique—they
are suggestions for some best practices I’ve seen work well. At the heart of
the issue: Boards must find a way to provide oversight, ensuring the company is
generating the insights it needs to enhance business performance and drive
growth. The board must also hold itself responsible for ensuring that employee
data is protected and privacy is
Consider forming an artificial
intelligence (AI) or data oversight committee. Risk professionals must be involved due to privacy and security
issues, but these issues need to be weighed against the opportunity for growth.
The establishment of an AI or data governance committee, in conjunction with the
risk and audit committees, could be a wise idea for a company that is deeply
mining its employees’ and customers’ data.
In addition, executives engaged in the areas
of highest data growth and usage should have a chance to help shape the system.
For example, in Accenture’s
latest research on the topic, business leaders said they expect to use workforce
insights primarily to place people in the right roles (70 percent), to increase
productivity and workforce performance (69 percent), and to enhance
organizational agility and speed (61 percent). Using that mix, team members for
the chief human resources officer (CHRO), the chief operating officer (COO),
and chief digital officer (at a minimum) should be included on the team that is
responsible for executive use of employee data and should report to the board
for oversight reasons.
coalition for accountability. By appointing at least one C-suite executive
to own this area, the board communicates the importance of C-Suite accountability.
Who is responsible for employee data—the associated risks and the great
potential it holds for positive changes to the business? Many times, this is
the CHRO because it is an employee-centric issue. But other C-suite areas are
impacted by the actions that may be considered because of data insights—from
the COO to the CFO.
that do this best break down siloes to ensure they include the right players
and inputs. For example, a data or information executive’s informed perspective
is essential—from security practices to incorporating data collection into the
day-to-day business. From those who onboard and coach employees to those who
design the systems that gather information, boards should ensure an environment
of teamwork for specific outcomes, versus ownership of siloed processes.
Employ an agile
governance structure. A firm, clear governance structure contributes greatly to
responsible business practices as stewards of employee data. However, as any
board member can attest, businesses today must be agile. They must change with
their consumers, their employees, and the competitive environment.
help foster agility but set clear guiding principles, some companies use a code
of ethics linked tightly within their governance structure. A strong code:
Establishes the conduct expected regarding employee data gathering
and use;Goes beyond compliance with the law to reflect the company’s
ethical values; andGets regularly reviewed and updated as new technologies and
structures should account for innovation that isn’t on the radar yet, as
technology allows for new wearables, increasingly sophisticated AI and
analytics, and new levels of security needed to address increasing
A Fast Track to Unlock Hidden Value
These suggestions are just starting points, but they do provide food for thought if your board is leveraging workforce analytics strategically. While there are many perspectives to consider, the overarching takeaway is that while workforce data insights are quickly becoming a competitive advantage, they are best used as part of a strategic governance framework and in partnership with employees. Companies that take this proactive and responsible route put themselves on a fast track to unlock the value hidden within their own workforces.
Eva Sage-Gavin is senior managing director of Accenture’s Global Talent and Organization consulting practice.
are, your hectic year of board meetings is slowing down, making way for a
little relaxation and time to reconnect with a good book or two. Whether you’re
jetting off to another business engagement; enjoying some sunny time with loved
ones; or in pursuit of knowledge, entertainment, or both, there is always
plenty to read. But what should you pick up first? We’ve rounded up some
suggestions for the summer months ahead.
The 2019 NACD Global Board Leaders’ Summit will feature a lineup of leading thinkers and innovators, some of whom are also highly respected authors, or who (in addition to working their day jobs) also find the time and energy to write. While you might not be looking to wade through hundreds of pages on your trip to the beach this summer (or perhaps you are!), the authors featured at Summit have written books on a wide variety of director-centric subjects that you may consider slipping into your weekend bag.
Imagine It Forward: Courage, Creativity, and the Power of Change by Beth Comstock
Failure is an option. That’s what Comstock, who was vice chair and a division CEO at General Electric Co., writes in her 2018 book. Imagine cheers on people looking for a leadership playbook. Among the best advice? Believe in these two maxims: “Tomorrow can be better than today,” and “You have the power to make it so.”
Human + Machine: Reimagining Work in the Age of AI by Paul R. Daugherty and H. James Wilson
Artificial intelligence (AI) is real, it’s here, and it shouldn’t be scary. This rational and reassuring work is a strong antidote to all the headlines about AI replacing tens of thousands of jobs and thus becoming a transformative power of destruction. Instead, H+M provides a clear-eyed guidebook to the opportunities that AI presents amid what we now think of as the fourth industrial revolution.
The Power of Moments: Why Certain Experiences Have Extraordinary Impact by Chip Heath and Dan Heath
moments—positive or not—change us. What could leaders do if they understood how
to create experiences that elevate insight, pride, and connection? The Heath
brothers have researched exactly what happens in the lightening-strike instants
that shape our lives, and explain how we can stop leaving those moments to
Leadership in Turbulent Times by Doris Kearns Goodwin
Goodwin brings her affectionately titled “guys” together in her latest volume. The goal? Identify those qualities that have helped bring great American presidents successfully through trying times. Kearns brings the best of her narrative prowess to bear to help us understand what made Lincoln, both Roosevelts, and Johnson the right people in office at the right time. (Look for an interview with Goodwin that appears in the May/June issue of NACD Directorship, landing in members’ virtual inboxes next week.)
The Fog of Data by Jason Schenker A leading futurist explains how the recent proliferation of data creates political risk, drowns out the possibility of gleaning insights amid all the noise, and ultimately has become the greatest challenge to putting information to work. In spite of it all, Schenker does see a path forward through the fog.
The Leader’s Bookshelf by James Stavridis and R. Manning Ancell
in 2017, after Stavridis spent years speaking with active and retired four-star
military officers, The Leader’s Bookshelf
was crafted as a testament to the power reading had in shaping some of our
greatest leaders. From Grant to Twain and from Tzu to Kipling, Stavridis and
Ancell’s passion project contextualizes why each of their recommendations
cultivates any leader’s understanding of what it means to wield power with
of the Mind
science fiction—films such as The Day the
Earth Stood Still and Godzilla
and the television series Star Trek—helped
earlier generations cope amid the profound, disruptive pace of change in the
twentieth century. Now, with the mainstreaming of artificial intelligence (AI),
robotics, and other technologies, it’s time to revisit the genre to make sense
of the human implications of cutting-edge technologies in this century.
Stories of Your Life and Others by Ted Chiang
Chiang came into the national conversation when this collection’s eponymous story was adapted into the 2016 film, Arrival. The Hugo Award-winning author takes the reader on a ride with a man whose intelligence has been augmented, paints a steampunk world of robots powered by mysticism, and contemplates what science will mean as a human practice once computers become more efficient than our own minds. Ready for more? A new volume of Chiang’s short stories (reviewed here by Joyce Carol Oates) landed earlier in May.
Machines Like Me: A Novel by Ian McEwan
Should we heed the primal fear that what we create will ultimately
turn against us—or itself? In a reimagined 1980s London, a love triangle develops
between Charlie Friend, the narrator; his upstairs neighbor, Miranda; and Adam,
one of the first synthetic humanoids. The acclaimed British author Ian McEwan raises
the question of whether an artificially intelligent robot can be made to
understand the human heart—and if a robot can help humanity understand the
meaning of love.
matters. It’s there for us to learn how to avoid the mistakes others have made,
and to provide a way forward when progress is mired by indecision or some other
crisis. These stories can help you chart your business through disruption today,
Ghosts of Gold Mountain: The Epic Story of the Chinese Who Built the Transcontinental Railroad by Gordan H. Chang
by the hundreds and when the last spike was driven into the Utah dirt, the
Chinese workers dispersed and disappeared into cities and towns around the
country. Now, 150 years later, a Stanford history professor tells the
incredible human story of how from 1865 to 1869 as many as 20,000 immigrant
Chinese laborers worked on the Central Pacific Railroad, which, when united
with the Union Pacific Railroad, connected east to west. As our nation debates
immigration policy, this is a timely reminder of who made America.
IBM: The Rise and Fall and Reinvention of a Global Icon by James W. Cortada
Thomas J. Watson took the helm, IBM was a hodgepodge conglomerate without a way
forward. Cortada, a former IBM executive, explores the ups and downs of the
iconic company. While early reviews favor other chronicles of the enduring company’s
history, corporate history buffs will want to add this one to their
Upheaval: Turning Points for Nations in Crisis by Jared Diamond
McArthur Fellow and UCLA professor takes a critical look at history-altering
moments of history in Japan, the former Soviet Union, Chile, Indonesia,
Germany, and Austria to tease out this question: how do nations cope? Diamond’s
latest epic spends 512 pages looking at the human elements of coping at
scale—acknowledging fault, appraising performance, and looking outward to
become better nations.
On Inquiry and
are no grounds for consensus without asking the right questions—and doing so is
a skill directors at most companies are always honing. One title looks at a
quiz-master’s path to the White House, while the other is about the art of
crafting better questions itself.
A More Beautiful Question: The Power of Inquiry to Spark Breakthrough Ideas by Warren Berger
posits that in order to get a great answer, you have to craft the perfect
question. Luckily, Berger is ready to guide readers in the right direction,
looking at the culture of questioning that has helped the likes of Google,
Netflix, and Airbnb to thrive.
Finding My Voice: My Journey to the West Wing and the Path Forward by Valerie Jarrett
the longest-serving advisor to any American president, having served in the
West Wing for the full two terms of President Barack Obama. Jarrett’s personal
chronology takes readers from her birth in Iran to boarding school in western
Massachusetts, undergraduate school at Stanford, and law school at the
University of Michigan—then onward to Chicago’s City Hall, the C-suite and
boardroom and, ultimately, the White House. (An interview with Jarrett, who
spoke on May 14 at the NACD Chicago Chapter, will run in the July/August issue
of NACD Directorship.)
What will you be reading this
summer? We’d love to know. Share a recommendation by leaving a comment in the
Glean insights from 2,000+ clients, candidates and AESC Members on present and future business challenges in AESC’s Executive Talent 2025 report.