By Dr M. Muneer and Ralph Ward

Enterprises and the boards have had a tumultuous year in 2020. The board committees, especially the audit and the compensation ones, have taken the brunt of this most severely. Several audit committees in the US have been demanding hazard pay, although we have not seen that happening in India so far.  

Material financials and disclosure matters shifted daily. Regulatory and stock exchange rules have relaxed, tightened and changed, all in no particular order. And the business may well be wrestling with near-death shutdown and revenue erosions as in hospitality and airline industries. 

Now, as 2020 ends and you prepare for likely remote committee meetings, what belongs on the committee agenda to make sense of things? For an audit committee, there are a few issues, with financials at the top. In late June, the US SEC released a statement on the top reporting factors it would watch for during the crisis, such as estimates, disclosure practices and procedures, internal controls, going concern issues, etc. Even in India, as companies are looking at the last quarter of 2020, these SEC statements are valid.

Audit committees should review first forecasts and assumptions for the year, because these have changed radically – not just from January, but also even from two months ago. Examine how often management is updating its forecasts, what factors and models are being used, and what mechanisms are in place to validate assumptions. What assets are impaired, and how is that impairment being tested? 

Several board members confirm that they are looking everything through the risk lens now.  Supply chain issues and sharply increased cyber risks are hot new concerns in 2020. The committee needs to gauge how well management is identifying and updating risks and assessing the impact on strategic performance. Since board risk oversight is typically assigned to the audit committee, review how well your committee is able to handle this role virtually.

Regulatory matters facing enterprises don’t go away just because a pandemic crisis is raging and the audit committee must assure that company compliance programmes aren’t compromised. Data security failures and insider tipping and trading are major concerns with execs working remotely. Another heightened area of concern is whistleblower policy. 

As if these complications are not enough, there is even more hassles when it comes to board’s compensation committee. Pay freezes, lay-offs, tumbling revenues, emergency regulations... how can your pay plans cope? The pandemic crisis first hit us seriously in March with lockdowns. That was the sweet spot for the compensation season with most committees in much of the world wrapping up compensation and incentive plans for the new financial year. 

There were just too many unknowns at the moment. Six months later, though, corporations (and their compensation committees) need to deal with salary changes, performance targets, awards and incentives. 

Here are some insights that may be helpful:

Salaries and cash retainers: Cuts here have been widespread across industries, but inconsistent in application and duration. A spot survey of Fortune 1500 companies found these ‘pay packet’ cuts most common in retail, hospitality, health care, and luxury good sectors. Also, the bigger the company, the bigger the cuts – at the S&P 500, CEO salaries were cut by 100 per cent on median (but for the full S&P 1500, the haircut was just 50 per cent). Now, the current-quarter comp committee meetings are taking a fresh look at the cuts they made earlier. Along with asking whether revenues and prospects have improved, committees are looking at the ‘ripple effects’ of earlier cash cuts on incentives, bonuses, severance and pension contributions (most of these are based around the cash levels).