Our governance in Deloitte
At Deloitte, we took the decision that we would always apply the best principles of corporate governance, as presented in King III and other relevant codes.
As the custodians of corporate governance, and corporate citizenship in Deloitte, the Board of Partners and Directors aims to ensure that our firm’s “house is in order” in all respects of corporate governance.
Practically, we know that we require integrity from all our partners/directors and staff in order to do this. We aim to entrench good corporate governance in our firm by remaining committed to our Global Shared Values and our Ethical Principles, and proudly living the Deloitte Way.
At Deloitte we aim to preserve public trust through the practice and promotion of sound ethics, good corporate governance and quality in all its forms.
The Deloitte partnership agreement
The Deloitte partnership agreement provides that the body of 254 partners/directors in Deloitte delegate authority to a Board of Partners and Directors to determine policy and to ensure that the affairs of the firm are conducted properly.
A chief executive partner (CEP), who we refer to as our chief executive officer (CEO), is elected by the partners/directors, and is responsible for the execution of strategy, policy and the performance of the firm, and is accountable to the Board. Certain matters (e.g. mergers of a certain size) cannot be decided by the Board or the CEO in isolation, and must be subjected to a vote of the partners/directors. However, other than these specific exclusions the Board has overall responsibility to the partners/directors for:
- Overseeing the firm's strategic and business plans and its policies
- Ensuring the continuing well-being of the firm
- Overseeing the management of the firm
- Fulfilling the firm's responsibilities to other stakeholders
The Board of Partners and Directors
The Board of Partners and Directors is constituted in terms of the partnership agreement and is elected by partners and directors every three years. The partnership agreement provides for a basis of election, which is designed to ensure that the interests of all partners and directors are represented on the Board, and also that provision is made for external viewpoints and appropriate emphasis on current strategic initiatives.
In accordance with the best traditions of corporate governance, we insist on a separation between the Board of Partners and Directors, and Executive management. No elected member of the Board can participate in any of the firm's senior management bodies. The only executive sitting on the board is the CEO and although other members of management (e.g. the COO) attend by invitation, all voting members of the Board with the exception of the CEO are independent of management.
The Board elects a chairman at the beginning of its term and their duties are very similar to those of a corporate chairman in line with the best principles of corporate governance. Our chairman, Futhi Mtoba, is responsible for both ensuring the effective and efficient functioning of the Board and representing the firm externally in conjunction with the CEO.
Our Board of Partners and Directors regards its primary responsibilities as fourfold:
- To approve the corporate vision and mission
- To oversee the development and implementation of a strategic plan
- To ensure ethical behaviour and legal compliance
- To select, monitor, evaluate and compensate the firm's CEO
The Board meets approximately six times a year. To facilitate the work of the Board it has been structured into a number of committees. Each Board committee has its own charter which governs its role and performance.
Board members and their portfolios
Board committees and their members
Register of Board Meeting attendance: March 2008 - August 2009
The Deloitte Board of Partners and Directors: (from left, seated) Justine Kathan-Mazzocco, Risk Advisory; Mike Comber, Audit; Futhi Mtoba, Chairman - Gauteng (Johannesburg); Roly Hofmeyr, Western Cape / Eastern Cape; Nthobi Angel, External advisor to the Board; Grant Gelink, Chief Executive; Thiru Pillay, Consulting; Tawanda Gumbo, Zimbabwe / Malawi / Botswana / Namibia; Costa Qually, Deputy Chairman and Reputation & Risk Leader; Chris Beukman, Chief Financial Officer; Sandile Gwala, Transformation; Danie Crowther, Gauteng (Pretoria); Allen Swiegers, Chief Operating Officer. Not in photo: Guy Brazier, Kwa-Zulu Natal; Louise Vosloo, Tax.
Executive Committee (Exco)
Exco comprises the firm's executive management. In terms of our corporate governance practices, and also in terms of the partnership agreement, no member of Exco (with the exception of the CEO) may be a voting member of the firm's Board of Partners and Directors. In line with the firm‘s approach to good governance, Costa Qually, the firm‘s risk and reputation leader, is invited to attend all Exco meetings.
The Executive Committee consists of:
Grant Gelink, Chief Executive
Allen Swiegers, Chief Operating Officer
Chris Beukman, Chief Financial Officer
Geoff Pinnock, Service Line Leader: Audit
Dave Kennedy, Service Line Leader: Tax & Legal and Risk Advisory
Louis Geeringh, Service Line Leader: Consulting
Trevor Brown, Clients Leader
Lwazi Bam, Service Line Leader: Corporate Finance, Strategy and Public Sector
Executive Committee: (from left) Lwazi Bam (service line leader: Corporate Finance, Strategy Leader and Public Sector Leader), Allen Swiegers (chief operating officer), Geoff Pinnock, (service line leader: Audit), Grant Gelink (chief executive), Louis Geeringh, (service line leader: Consulting), Trevor Brown, (leader: Clients & Markets), Dave Kennedy, (service line leader: Tax & Legal and Risk Advisory), Chris Beukman (chief financial officer).
Role definitions of senior partners
Since the firm differs somewhat from traditional corporate structures, we have mapped out the roles and responsibilities of our senior partners and directors to provide clarity in this regard.
Chief executive officer (CEO)
The CEO is selected by the Board every three or four years (with a maximum term of 10 years) and affirmed by a vote of the partners/directors. Grant Gelink was appointed on 1 June 2006 and is responsible for the execution of strategy, policy and the performance of the firm, and is accountable to the Board.
Chief Operating Officer (COO)
The COO is appointed by the CEO and is responsible for the day-to-day operations of the firm. Allen Swiegers was appointed to this role on 1 June 2006.
Chief Operating Officer
According to our partnership agreement, the CEO cannot be the chairman of the Board. The chairman is appointed by members of the Board and is responsible, together with the deputy chairman, for the conduct of Board meetings and ensuring that the Board as a collective and the members of the Board effectively perform their duties and responsibilities. The chairman is greatly focused on ethical behaviour and legal compliance as well as building the external eminence of the firm. Futhi Mtoba is the chairman of Deloitte, and Costa Qually is deputy chairman.