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Corporate fraud and misconduct: Role of independent directors

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The growing focus on ethics and corporate governance within organizations has increased the importance of the role of an ID in being an effective deterrent to fraud, mismanagement and lapses in corporate governance.

The business disruption caused by the pandemic has further underscored the need to be vigilant and strengthen governance frameworks as historically, data shows that business disruptions/crisis have been followed by a rise in prevalence of fraudulent practices.

Against this background, Deloitte Touche Tohmatsu India LLP (DTTILP), in association with the Institute of Directors (IOD), has carried out a survey to understand how IDs perceive corporate fraud, their preparedness in addressing it, and the adoption of best practices to mitigate fraud and misconduct risks.

The pandemic has enabled organisations to change the way they operate and redesign their operating model. With this, organisations need to be agile and refresh their fraud prevention plans to align with the new normal. In this context, IDs can play a significant role in pushing the agenda in board meetings, to control cybercrime and keep an eye out for possible fraud incidents.

Regulatory requirements in India have recognized fraud as a key risk and have placed responsibility on the board, audit committee and senior management of organizations for development and implementation of a fraud risk management framework. Given the severe economic, reputational, and legal consequences of corporate frauds, organizations today have started taking steps to minimize the fraud risk exposure in their business operations.

Corporate governance norms have been strengthened by the Companies Act, 2013, and the regulations of the Securities Exchange Board of India (SEBI) for listed companies’, where key emphasis is given to frauds by recognising them as a key risk and placing the accountability on the board and senior management. In the case of listed entities, there is an additional responsibility/oversight exercised by “Audit Committee” including IDs on fraud risk management.

Amidst uncertain times that corporates are facing today due to COVID-19, IDs need to act with the highest standards of vigilance and prudence. While the accountability and expectation of IDs in consideration of past corporate scandals/failures have considerably increased over the past few years, regulators are also mindful of the limitation and challenges IDs face as part of their fiduciary responsibilities .

Workshop on Independent Directors on Corporate Fraud - IOD and Deloitte India, basis survey report

 

A Special Workshop on Independent Directors on Corporate Fraud and Misconduct, by IOD India basis joint survey report with Deloitte India | Apr 22, 2022. This special workshop aims to discuss and deliberate the views of some of the leading Independent Directors, on their vital role in Boardrooms, and in addressing corporate fraud and misconduct.

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