The AC’s ways of working are highly characterised by the mindset and background each member brings to the committee, tools and techniques used to structure  the discussion, and the culture it promotes within an organisation.

To cope with the diverse future challenges, ACs are best served to increase diversity of thinking – allowing for an open discussion of alternative perspectives, diverging point of views, and an overall healthy challenge before consensus is reached. This requires AC members to bring relevant industry and leadership experience, in addition to finance, accounting and audit expertise8. It also requires adaptability, agility, and forward-looking thinking.

Ensuring the AC spends sufficient time on topics which are relevant to the future development of a company’s business is achieved by agenda setting. Additionally, putting the mechanisms and protocols in place to meet ad-hoc whenever a topic calls for it – e.g. to discuss a major acquisition opportunity – allows ACs to remain flexible and get involved at the right time. However, forward-looking thinking also requires the use of appropriate tools, and here scenario planning can help.

Scenario planning is a tool which only recently started  to get attention; however, it has existed since the 1970s and was first used in the industry by RoyalDutch / Shell9. Well executed scenario planning instills imaginative and creative thinking to better prepare an organisation for the future – without having to go through detailed calculations, like computing «worst-case» and «bestcase» forecast scenarios, also acknowledging they are likely not going to be accurate in the long-term. Rather, the goal of scenario planning is to «draw a circle around multiple possibilities and think about whether you are prepared to face the range of futures that might unfold10».

As such, the tool may also serve ACs in taking a step back, extend their view beyond the annual reporting cycle, reflect on key decision-making topics for the organisation, and contemplate which critical uncertainties may affect the company – ultimately resulting in a better challenge of management.

Lastly, ACs will have to consider cultural aspects within the organisation to leverage their agenda setting and in setting direction for the future (e.g., what the desired level of risk appetite is). Given the rise of network economies discussed earlier, with inherent flat hierarchies and decentralised decision-making, ACs will have to ensure the traditional «tone from the top» extends to middle management. This helps to establish an appropriate «tone in the middle» and to emphasise guiding decision-making principles to the broader organisation, which is essential to protect the company’s interest. 

Every business is different, operating in different  environments and jurisdictions, and so there is no universal answer that fits every company. However, there are three trends in societal developments which we believe every company should continue to observe, as they will very likely impact business making: (1) data privacy and personal rights; (2) governance
over sustainability matters; and (3) talent attraction, development, and retention.

Acts such as the EU’s General Data Protection  Regulation («GDPR») or the California Consumer Privacy Act («CCPA») – both effective in 2018 – marked the start of an increased focus on the protection of individual’s personal data in recent years. And the focus on protection continues to increase: It is estimated that  GDPR violations cost companies over two billion Euros   in 2023, more than from 2019 to 2021 combined.11 Also, new legislation, such as the EU AI act, demands additional protective measures of personal rights.  Hence, ACs or other board committees will need to  consider if their governance over data and personal rights remains appropriate.

Similarly, increased demands from consumers, policy makers, and other stakeholders require companies to address sustainability topics, which include climate and social aspects, but also an effective system of governance controls. The «top of mind» areas to be  addressed by boards according to the Deloitte Best Practices study are: (1) sustainability objectives in management remuneration systems; (2) formulating and communicating a sustainability strategy; (3) defining  and measuring sustainability-related key performance    indicators; and (4) assigning the duties to appropriate  committees within the board. Data from the US shows that approximately 60% of the oversight duty  lies with Nominating and Governance committees12.

However, regardless of where the responsibility within boards lies, ACs need to develop a solid understanding  to assess at a minimum the implications of sustainability topics on a company’s financial risks and reporting.

Amidst the challenges in labor markets – finding the  right talent – and the expected shifts of the workforce  towards more difficult and judgmental tasks, talent attraction, development and retention becomes key for  the success of many businesses. According to a global  Deloitte boardroom study13, more than 60% of senior leaders don’t believe their board conversations are currently sufficient to explore the full talent agenda –  including aligning strategic priorities with its investments  in the workforce, building a talent pipeline, and nurturing a sense of belonging within the organisation. And ACs do play – at a minimum – a critical role in overseeing finance talent topics.

Many of the challenges discussed previously – the digitalisation of our society, or the increased environmental consciousness as well as workforce shortages and supply chain disruptions – call for ACs to oversee how a company’s business model generates profits – today and in the future.

Ensuring a company achieves desired short-term results  and has sufficient capital to make necessary long-term investment is one key aspect. Similarly, moving away from the traditional approach of purely managing risks, but also discussing with management existing and emerging opportunities they see within the business, is also helpful to develop a sustained business. Additionally, ACs are instrumental in supporting management build a resilient organisation which can cope with unforeseen events and uncertainties in the markets – we discussed a possible technique, scenario planning, before.

Close to three quarters of respondents of a recent Financial Times study agree «that board members require a much deeper knowledge of company operations and competitors than ever before.»14 This ultimately calls for an entrepreneurial approach to governance for ACs to stay close to management and the organisation – an approach e.g. followed by private equity.15

An entrepreneurial approach goes further than challenging management. It requires ACs to bring in an outside perspective, provide new impulses based on what AC members see elsewhere in the market, and draw upon their own leadership experience.

Actively understanding how a business creates value also requires AC members to spend time with frontline managers to gain intelligence about the business, understand how management is dealing with challenges and pressure – and potentially also identify the next rising star within the organisation.

An active, entrepreneurial approach requires AC members to balance the benefits from insights they can bring based on their other commitments, such as other board or senior management leadership roles, with the need to spend sufficient time with the company’s business

Legislation and compliance are one aspect to be considered in a company’s approach to communication and reporting. It is obviously important for ACs to focus on the appropriateness and conformity of their financial reporting16 with applicable reporting standards.

Additionally, with today’s phenomenon of information overload, boards and ACs need to find ways to engage in a dialogue with shareholders and other key stakeholders allowing to focus on key topics, and ultimately building trust.

One tool which can help is an integrated approach to the company’s reporting. Different terms are used by practitioners these days, and they have similar meanings, such as impact reporting, value reporting, or integrated reporting.

According to the IFRS Foundations’ framework, integrated reporting is «a concise communication about how an organisation’s strategy, governance, performance and prospects, in the context of its external environment, lead to the creation, preservation or erosion of value over the short, medium and long term.»17 The approach combines financial and non-financial reporting efforts, and ultimately seeks to communicate how a company generates value – a question we discussed before.

Besides integrated reporting, we see an increased focus of users on accessibility of information (e.g. how easily can annual reports be found on a company’s website, searchability of documents, machine-readability) as well as clarity, conciseness and comparability of information (e.g. between periods, or different companies).

Ensuring an AC remains effective includes three  dimensions: (1) an evaluation of the AC's work; (2) support by internal and external expert resources; and (3) continuous education.

The Swiss Code of Best Practice for Corporate Governance sets out in one of its principles that a selfassessment should be conducted at least once a year, and that a company shall publish such information in its annual report18 – emphasising the importance of a regular evaluation of the AC's work. According to the  Deloitte Best Practices Study, an evaluation can take  many forms – either conducted internally in the form of a self-assessment or with the support of external advisors. Important is that they are conducted on a regular basis to help spot trends, and that the discussion within the AC is open, transparent, and engaging.

Furthermore, ACs can maintain – and increase – their effectiveness by leveraging various resources and functions – both internal and external. This includes a company’s risk, internal audit, and compliance function, but also its external auditors. Additionally, ACs may seek expert advice, e.g. when dealing with questions  of cyber security, internal controls, or key performance measures.

The last element ACs should consider is around their members’ own continued education. While there are no regulatory requirements in Switzerland for boards on specific educational requirements, from a legal perspective AC members need to ensure they bring appropriate education and qualifications to serve on a board with the required duty of care.

However, good governance goes beyond legal requirements – which is why e.g. the Swiss Code of Best Practice for Corporate Governance suggests training new board members appropriately. Considering the manifold aspects of the future work of ACs discussed in this article, continued education becomes key. From self-study, compact online trainings, learnings within AC sessions facilitated by external providers, to more extensive board programs as offered by universities or audit firms, education for ACs can take many forms.

More important than the form of education is the topic the AC selects for its learning. An AC's discussion with their auditors on emerging topics may provide additional inputs for learning, given their auditor’s broad experience with many companies operating in various industries.