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Governance, leadership and management
The RSM International Board of Directors is the governing body of RSM International Limited. Its objectives and responsibilities include: y Creating, approving, and overseeing implementation of the international strategy for the network y Oversight of matters relating to the membership of RSM, including admitting new Members and termination of membership y Oversight of the ethical and effective leadership of the network y Approving RSM International’s budget, operational plan and Member Firm fees y Safeguarding the Company’s assets and satisfying itself that the Company has adequate systems and control processes in place y Strategic risk management of RSM International and oversight of risk management policies and best practices y Overseeing a process to ensure adherence to quality standards by Member Firms y Assessing and determining the CEO’s remuneration As of the date of this report the Directors of RSM International are: Brian Eaton, South Africa, Chair Joe Adams, US Jason Chen, China Guillermo Erhard, Mexico Tom Ferreira, US Cherif Hammouda, Egypt Simon Hart, UK James Komninos, Australia Jorge Perez, Argentina Jean-Michel Picaud, France Wong Poh Weng, Hong Kong Angela Simatupang, Indonesia Stefan Walter, Austria The Directors are appointed for a period of three years, after which they become eligible for re-election for a further three-year term. There is provision for the appointment of an additional three directors by the Board who may serve for a period up to three years and who would also be eligible for reappointment. The Chair is also elected for a three-year term and may be re-elected for up to two further three-year terms. Neither the Chair nor the Directors are renumerated.
To assist in discharging its responsibilities, the Board has established sub-committees:
To ensure quality matters receive the time and attention necessary to drive uniform highquality professional services, the Board established the Transnational Assurance Services Executive Committee (TASEC). On 1 April 2021, TASEC will be succeeded by the Global Quality Committee (GQC) with a clarified remit to monitor quality across all service lines. TASEC/GQC ‘s responsibilities include: y Promulgation and monitoring of compliance with all standards issued by the International
Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants
y Establishing policies and guidelines for both the RSM Member Firm inspection programme and the RSM global inspection programme y Monitoring the management of quality assurance activities conducted by the RSM Global
Executive Office
Committees Purpose
Governance Assist the Board in the discharge of its responsibilities relating to:
Nominations Oversight of RSM membership matters Assessment of the processes, practices and the results relating to the
Company’s governance Oversight of relevant existing governance documents
Oversight of the administration of the Board appointment process.
Audit Assist the Board in the discharge of its responsibilities relating to:
The safeguarding of the Company’s assets The operation of adequate systems and control processes The preparation of accurate financial reporting information and statements in compliance with all applicable legal and regulatory requirements and accounting standards Remuneration Assess and recommend to the Board the remuneration of the CEO and other senior management.
Risk Provide additional analysis to the Board regarding the strategic risk management of RSM International and to determine that risk management best practices and policies are established
The Board’s Risk Committee collaborates with the Operational Risk Committee comprised of the CEO, Global Leader Quality & Risk and other Global Executive Office staff. TASEC/GQC Detailed consideration of network quality matters to equip Member Firms to deliver uniform high-quality professional services and to achieve full alignment with RSM network policies and procedures.
Further details of the role of this committee are set out below.
y Review of due diligence reports for the admission of new Member Firms y Approval of global and Member Firm inspection reports, and action plans to address deficiencies identified from the global inspection programme y Oversight of the development, promulgation and monitoring of compliance with the requirements of: RSM Orb
RSM Quality Assurance and Risk Containment Policies RSM Ethics and Independence Policies RSM Anti-Bribery and Corruption Policies Policies and Procedures for the Global Inspection Programme and Member Firm Inspection Programme RSM Assurance Services Training and Continued Professional Development Policies A range of sanctions is available where it is determined that a Member Firm is not complying with its membership obligations including strategy, branding, quality standards, risk management and ethics and independence policies and processes. The proposed sanctions are presented by the Global Executive Office to TASEC/GQC for review and a recommendation is then made to the Chief Executive Officer for approval. Where a Member Firm appeals against an approved sanction, the appeal is considered by the Board or a sub-committee of the Board. Under the Articles of Association, the Board has the ultimate authority with regard to the sanction of termination of membership. According to its terms of reference TASEC/GQC, whose members are appointed by the Board, consists of five to nine members of suitably qualified and experienced partners or equivalent from Member Firms. The composition of TASEC/GQC is designed to ensure representation from across the RSM regions. The chair of TASEC/GQC is selected by the Board from members of the Committee and serves for a term of three years and can be renominated at the end of the three-year term. Current members of TASEC/GQC are from Member Firms in Australia, France, Hong Kong, Mexico, UK and US. The Chair is from the Member Firm in South Africa. CHIEF EXECUTIVE OFFICER (CEO)
The Chief Executive Officer (CEO) is appointed by and accountable to the RSM International Board. The CEO has overall responsibility for leading on the execution of the network’s strategy, and to develop and grow RSM for its Members. On an annual basis the CEO prepares and presents to the Board for approval an annual operational plan which outlines the key global activities to deliver against the strategy. The CEO works closely with the Board, regions, Member Firms, leadership teams and external advisers to deliver on the responsibilities of the role to execute on the operational plan and long-term strategy. The CEO also leads the RSM Global Executive Office, based in London. CHIEF OPERATING OFFICER (COO)
The COO works closely with the CEO to help drive RSM’s strategic plan and central activities with responsibility for managing several of the Global Executive Office functions including regional and operational support, the leadership groups and Centres of Excellence, Member relations, legal, brand and digital, IT and marketing communications.
RSM GLOBAL EXECUTIVE OFFICE (GEO)
The GEO is a global team, reporting ultimately to the CEO, primarily based in London. Its responsibilities include: y Execution of the global strategy y Financial health of RSM International
y Operation of the Global Member Firm Inspection Programme including compliance with network ethics and independence policies y Development and maintenance of RSM Orb and oversight of Member Firm implementation y Brand development and corporate messaging y International client needs and business development y International referral protocols y Geographic coverage y Global training initiatives, including RSM’s global learning management system y RSM’s global intranet and capabilities database y Support to Centres of Excellence, leadership groups and Regional Councils The GEO reflects the diverse nature of the RSM network and employs staff from many different countries and backgrounds. Staff are encouraged to develop their existing skills and to acquire new ones through participation in continuing professional education, which includes mandatory training, as well as by taking on new responsibilities. In addition to receiving continuous feedback, staff have an annual personal development review so that they can reflect on their achievements for the past year and set their objectives for the coming year. During the period of working remotely, additional support has been provided to safeguard the wellbeing and mental health of staff in these challenging times. Within the GEO the CEO is supported by a senior leadership team comprising the; Chief Operating Officer Chief Financial Officer
Global Chief Innovation Officer
Global Leader, Business Development & Marketing Global Leader, Quality & Risk Remuneration of the senior leadership team is set by the CEO after consultation with the Board Remuneration Committee. The CEO sets the remuneration of all other GEO staff.
The RSM Global Leader, Quality & Risk has oversight for the quality of assurance and other services provided by Member Firms. These responsibilities specifically include: Meeting membership obligations of the Forum of Firms RSM quality assurance policies, procedures, and inspections RSM Orb
Global ethics and independence
