This statement describes how the members of the Board fulfil their obligations under section 172 of the Companies Act 2006.
Section 172 requires that a director of a company act in the way he or she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the following factors:
In discharging their duty under section 172, the Directors have regard to the factors set out above, as well as to other factors which they consider relevant to the decision being made. The Directors acknowledge that stakeholders may have differing views about various decisions taken by the Board, and engage with stakeholders on these matters as discussed in the Stakeholders section below.
The principal activity of the Company is to provide services to its members. The Company does not conduct business other than the provision, directly or indirectly, of internal services and support to the members of Deloitte Asia Pacific Limited ('DAPL'). The Company is not engaged in providing services to clients.
As a captive services provider to its members, Board decisions relate predominantly to the services that it provides and to internal governance matters. Decisions made by the Board during this fiscal year include:
These decisions made by the Board are appropriately informed by consideration of the section 172 factors through the mechanisms described below.
In setting strategy, and considering risk issues, the Board’s decision-making is focused on, among other things, ensuring that the Company’s service delivery to its members is sustainable in the long term. The Company provides services for the benefit of its members without the purpose of making a profit, which allows the Board to focus on decision-making for the longer term.
The Board believes that it is essential for the Company to conduct business with a high level of integrity, quality and professionalism and takes all decisions with the aim of maintaining a reputation for high standards of business conduct and advancing the good reputation of Deloitte.
This section describes the importance of the Company’s key stakeholders and some of the engagement activity that takes place with them.
Why is this stakeholder critical to the Company’s business?
What engagement activity takes place with this stakeholder?
Members of the Company
|The Company’s principal activity is to provide services to its members. The Company’s members are therefore its customers. Understanding the needs of the Company’s customers in a dynamic and changing marketplace helps it to provide more relevant and effective services.
Engagement with the Company’s members primarily occurs through representation on the Board of Directors who attend the Board meetings. In addition, there is a socialization process that occurs for items prior to Board review via circulating of resolutions
The Company’s professionals are key to its success. They are responsible for performing and managing the services that it provides to the Company’s members.
We offer a range of communications, engagement, and development opportunities for our professionals which are designed to encourage maximum engagement. Examples via our member firms include regular town halls featuring senior leaders; regular engagement surveys; a strong focus on inclusion, flexibility and wellbeing; and additional measures to support and equip our senior leaders. There has been a special focus on these types of items most recently during the COVID-19 pandemic. Where the Board of Directors is not directly involved in these activities, mechanisms are in place to feedback relevant insights to inform Board decision-making.
In addition to the efforts highlighted above, we have kept our professionals up to date on matters related to promotion, progression, career development, and crisis support throughout the pandemic.
|The services the Company provides to its members depend on goods and services provided to it both by its member firms and from external vendors.
A majority (over 90%) of the Company’s expenses comprise of professional time and associated costs provided to the Company by its member firms. Member firms are represented on the Board of Directors both as Members and as Suppliers. Consequently, engagement with this class of stakeholders is intrinsic to Board decision making.
The Company engages with other vendors (<10% of the Company’s expense) to understand their business requirements and points of view as part of the supplier selection process. There are mechanisms in place to feedback relevant insights to inform Board decision-making.
The Company is committed to addressing some of society’s most pressing challenges with the belief that business is at its best when it helps to build a better society. By supporting local communities, the Company is able to bring this belief to life.
The Company’s professionals are engaged in a range of societal and charitable activities that seek to enhance the communities in which we live and work, including participation in Impact Everyday campaigns through our members firms with a direct benefit to local communities.
The Board believes businesses have a critical responsibility to help address the sustainability of our planet. Environmental sustainability is important to the Company and is a component in the Board’s decision-making process. For example, the Company is fully committed to contributing to the carbon reduction goals set by the global organization. The Board is committed to a long-term sustainability journey in which the Company addresses its own environmental impacts.
The Company’s purpose is to provide services to its members on fair and similar terms. Addressing the interests of its members and acting fairly as between them is critical to the Company’s success.
The Board is diverse and composed in a way so as to provide for representation of the differing viewpoints that its members may have. Each of the Company’s Directors, other than the CEO, is a representative of a member, appointed by that member to enable them to bring their unique views to the boardroom for inclusion and discussion. However, each Director acts in the way he or she considers, acting in good faith, is most likely to promote the success of the Company for the benefit of its members as a whole.
Through this governance mechanism, all Directors remain mindful of the need to act fairly as between all the Company’s members.