Empty contemporary boardroom at dawn

Services

Six practices. One gold standard of performance!

Polaris Advisory works across governance, risk, internal audit, finance and accounting, performance and board advisory; each practice led by senior professionals with both financial, operating and board experience.

01Governance

Corporate governance is the system of structures, policies, processes and relationships through which an organization is directed and controlled. It determines how decisions are made, who is accountable for them, how authority is delegated, and how the interests of shareholders, regulators, employees and other stakeholders are balanced and protected.

Effective governance requires a framework that reflects the organization's actual size, ownership structure, sector and risk profile, that is understood by the people operating within it, and that is reviewed as the organization changes.

Polaris Advisory works with boards, owners and executive teams to design, document, assess and strengthen governance frameworks. Engagements span the establishment of governance structures, the update and modernization of frameworks that have not kept pace with growth, and independent assessment of mature governance arrangements against best practices.

1.1Board and Governance Policies & Procedures+

Governance policies and procedures define how authority is exercised within an organization. They set out what the board reserves to itself, what is delegated to management and at what thresholds, how committees operate, how conflicts of interest are managed, and how decisions are recorded and reported.

Many organizations operate with policy suites that are either inadequate or over time diverge from actual practice, creating a gap between how the organization says it is governed and how it is genuinely run. That gap is where governance failures originate.

Polaris Advisory drafts, reviews and rebuilds governance documentation so that it is accurate, proportionate and usable. Services include:

  • ✦Board and committee terms of reference and charters
  • ✦Delegation of authority frameworks and approval matrices
  • ✦Governance manuals and board handbooks
  • ✦Conflict of interest, related party and insider trading policies
  • ✦Board meeting protocols, agenda planning and minute standards
  • ✦Policy gap analysis against applicable governance codes and listing requirements
1.2Corporate Governance & Board Effectiveness Assessment+

A governance and board effectiveness assessment is an independent evaluation of how well a board and its committees are functioning, measured against both regulatory expectations and recognized good practices. It examines structure, composition, information flow, meeting dynamics, committee performance, decision quality and the relationship between the board and management.

Internally administered self-assessments are common but frequently produce generic conclusions, because directors are understandably reluctant to raise sensitive observations through an internal process. An independent assessment allows candid input to be gathered and consolidated, and allows difficult findings to be reported constructively.

Polaris Advisory conducts these assessments as a structured engagement combining document review, director and executive interviews, meeting observation where appropriate, and benchmarking, resulting in a written report and board presentation. Services typically include:

  • ✦Full board and individual committee effectiveness reviews
  • ✦Governance maturity assessment against applicable frameworks
  • ✦Director and executive interviews and confidential feedback consolidation
  • ✦Review of board information, reporting quality and meeting cadence
  • ✦Benchmarking against peer organizations of comparable size and sector
  • ✦Written findings report with prioritized recommendations and implementation roadmap
1.3Ethics & Fraud Risk Programs+

An ethics program establishes the standards of conduct expected within an organization and the mechanisms through which concerns can be raised and addressed. It typically comprises a code of conduct, supporting policies, training, a confidential reporting/whistleblower channel and a defined process for investigating and resolving reports.

The existence of these components is not evidence that a program is working. In relevant cases, regulators, auditors and courts increasingly look for demonstrable effectiveness: whether employees know the program exists, whether they trust it, whether reports are received and acted upon, and whether the board receives meaningful reporting on outcomes.

Polaris Advisory designs ethics and fraud risk programs and assesses the effectiveness of existing ones, with attention to fraud risk specifically, including where the organization is exposed and which controls mitigate those exposures. Services typically include:

  • ✦Code of conduct and supporting ethics policy development
  • ✦Whistleblower and confidential reporting channel design and review
  • ✦Entity-wide and process-level fraud risk assessments
  • ✦Anti-bribery and corruption program review
  • ✦Ethics program effectiveness assessment and employee awareness evaluation
  • ✦Board and audit committee reporting frameworks for ethics and conduct matters
1.4Business Continuity & Disaster Recovery Planning+

Business continuity planning addresses how an organization maintains or rapidly restores critical operations following a disruptive event. Disaster recovery planning addresses the restoration of the technology and data infrastructure those operations depend on. Together they determine how long an organization can be interrupted and how much information it can afford to lose.

Sound planning begins with a business impact analysis that establishes which processes are genuinely critical, what their maximum tolerable downtime is, and what dependencies they rely on.

Polaris Advisory develops, reviews and tests continuity and recovery arrangements, with emphasis on plans that have been exercised rather than plans that have only been written. Services typically include:

  • ✦Business impact analysis and criticality assessment
  • ✦Business continuity plan development and refresh
  • ✦Disaster recovery planning
  • ✦Recovery time and recovery point objective definition
  • ✦Crisis management and incident escalation protocols
  • ✦Tabletop exercises, simulations and post-exercise reporting
1.5ESG & Sustainability Governance+

Environmental, social and governance (ESG) oversight has moved from a voluntary disclosure exercise to an area of board responsibility, driven by investor expectations, lender requirements, customer procurement standards and, in a growing number of jurisdictions, mandatory reporting regimes.

The governance question is distinct from the reporting question. It concerns which committee holds oversight, how sustainability commitments are approved and monitored, what data underpins public statements, and what controls exist over that data. Organizations that make public commitments without governance behind them create exposure rather than reduce it.

Polaris Advisory helps boards establish proportionate oversight structures for sustainability matters and assess the reliability of the information supporting external commitments. Services typically include:

  • ✦ESG governance framework and oversight structure design
  • ✦Allocation of ESG responsibilities across board committees
  • ✦Review of controls over sustainability data and reported metrics
  • ✦Assessment of alignment between public commitments and internal capability
  • ✦Materiality assessment support and stakeholder mapping
  • ✦Board education on evolving sustainability reporting requirements

02Risk Management

Risk management is the process by which an organization identifies the events and conditions that could affect the achievement of its objectives, evaluates their likelihood and potential impact, and decides how each will be treated. It applies to strategic, financial, operational, regulatory, technological and reputational exposures.

The common failure in risk management is not the absence of a framework but the absence of its effective application. Risk registers are frequently compiled to satisfy an external expectation, presented once, and then left unchanged until the following year. A framework only creates value when its output informs decisions about capital allocation, market entry, contracting, hiring and investment, to name a few.

Polaris Advisory designs risk frameworks sized to the organization and its stage of development, conducts structured risk assessments, and reviews operational and third-party exposures. The objective in each case is a risk practice that management consults before making decisions.

2.1Risk Assessment+

A risk assessment exercise establishes what an organization is actually exposed to, how severe each exposure is, and how well it is currently controlled. It converts general concern into a documented, ranked and evidenced view that can be acted upon and reported to the board.

Risk assessments can be conducted at enterprise level, covering the full spectrum of risks facing the organization, or scoped to a particular function, process, project or jurisdiction. Both approaches rely on structured input from management, supported by data where it exists and by informed judgment where it does not.

Polaris Advisory facilitates these assessments independently, which allows exposures that may be uncomfortable internally to be surfaced and recorded. Services typically include:

  • ✦Enterprise-wide risk assessments
  • ✦Function, process, project and jurisdiction specific assessments
  • ✦Facilitated risk identification workshops with management and the board
  • ✦Risk scoring, ranking and heat map development
  • ✦Control effectiveness evaluation against identified risks
  • ✦Risk register development and board reporting
2.2Enterprise Risk Management (ERM)+

Enterprise risk management is a coordinated framework through which risks are identified, assessed, managed, monitored and reported consistently across an organization, and through which the board sets and oversees the level of risk the organization is prepared to accept.

An effective ERM framework defines risk appetite and tolerance in terms specific enough to guide real decisions, assigns clear ownership for each significant risk, establishes the cadence and format of risk reporting, and integrates with strategic and capital planning. Frameworks that are adopted wholesale from published models without this tailoring generally fall into disuse.

Polaris Advisory designs and implements ERM frameworks proportionate to the organization, and refreshes existing frameworks that have lost relevance or momentum. Services typically include:

  • ✦ERM framework design, implementation and refresh
  • ✦Risk appetite, tolerance, taxonomy and common risk language definition
  • ✦Risk ownership allocation and accountability structures
  • ✦Risk reporting and dashboard design for management and the board
  • ✦Integration of risk management with strategic and capital planning processes
2.3Operational Risk & Due Diligence+

Operational risk arises from failures in internal processes, systems, people or external events. It is the category of risk most likely to be discovered after the fact, through a loss event, a service failure, a regulatory finding or an underperforming acquisition.

Due diligence applies the same discipline in a transaction context, examining the operational and control environment of a target or partner before commitments are made, and supporting integration planning afterwards. Third-party and vendor risk is a related and growing exposure, as organizations increasingly depend on suppliers whose control environments they do not directly govern.

Polaris Advisory assesses operational exposures in both steady-state and transaction settings. Services typically include:

  • ✦Operational risk assessments across core business processes
  • ✦Pre-transaction operational and control environment due diligence
  • ✦Post-acquisition integration risk review and control alignment
  • ✦Third-party, vendor and outsourcing risk assessment
  • ✦Business process control mapping and dependency analysis

03Internal Audit

Internal audit is an independent, objective assurance and advisory function established to evaluate and improve the effectiveness of an organization's governance, risk management and control processes. It reports functionally to the audit committee or board, which preserves the independence on which its value depends.

The function serves a purpose that no other part of an organization performs. Management assures the board that controls are operating; internal audit tests independently whether that is true. If an organization's internal audit function is under-resourced, poorly scoped, or reporting into management rather than the board, it can produce assurance that is not reliable — a more dangerous position than having no function at all.

Polaris Advisory provides internal audit capability in the form the organization requires, whether as a fully outsourced function, co-sourced specialist support, or discrete project engagements. The practice also covers internal controls and SOX advisory, fraud risk and forensic support, and independent quality assessment of existing internal audit functions against the Global Internal Audit Standards.

3.1Internal Audit Outsourcing & Co-Sourcing+

Outsourcing fully places an organization's internal audit function with an external provider who delivers the annual audit plan and reports directly to the audit committee. Co-sourcing supplements an existing in-house team, either to provide specialist skills it does not hold or to add capacity for a defined period. Both models are widely used by organizations that require a credible assurance function but cannot justify, or cannot recruit for, a full in-house department. They also suit organizations whose audit needs vary significantly from year to year, and those whose in-house teams need support in technical areas such as controls, treasury, supply chain or regulatory compliance.

Polaris Advisory delivers internal audit on a retained basis, working to an audit plan approved by the audit committee and reporting to it directly. Services typically include:

  • ✦Fully outsourced internal audit function delivery
  • ✦Co-sourced support to existing internal audit teams
  • ✦Annual risk-based audit plan development and audit committee approval support
  • ✦Execution of audit engagements across financial, operational and compliance areas
  • ✦Audit finding tracking, remediation follow-up and status reporting
  • ✦Audit committee reporting, attendance and presentation of results
3.2Project-Based Internal Audit & Diagnostic Reviews+

Not every internal audit requirement calls for an ongoing function. Boards, chief executives, owners and investors frequently need a clear answer to a specific question within a defined timeframe, without establishing a permanent arrangement.

Project-based reviews address a defined scope: the health of the overall control environment, the integrity of a particular process, the state of readiness ahead of a transaction, or the circumstances surrounding a specific issue or concern. They conclude with a written report and, where required, a board or committee presentation.

Polaris Advisory delivers these engagements on a fixed scope and fixed fee basis, with findings that are specific and actionable rather than general. Services typically include:

  • ✦Standalone internal audit engagements on a defined scope
  • ✦Control environment health checks and overall diagnostic reviews
  • ✦Process specific reviews across finance, procurement, payroll, revenue and operations
  • ✦Pre-transaction and pre-listing readiness diagnostics
  • ✦Reviews commissioned in response to a specific board or management concern
  • ✦Written findings reports with prioritized, actionable recommendations
3.3Internal Controls Advisory, SOX & Regulatory Compliance+

Internal control over financial reporting and operational internal controls are the set of processes designed to provide reasonable assurance that financial statements are reliable, that assets are safeguarded, that operations are efficient and effective, and that the organization complies with applicable laws and regulations.

Organizations subject to the Sarbanes-Oxley Act (SOX), or to equivalent regimes in other jurisdictions, must document, test and report on the effectiveness of financial controls, and must disclose material weaknesses where they exist. Organizations not subject to those requirements still depend on controls to produce reliable numbers and prevent loss.

Two failure patterns are common. Some control environments are too thin to detect real problems. Others have accumulated so many controls, often in response to past findings, that the cost and effort outweigh the risk being addressed. Polaris Advisory works on both, designing controls that are proportionate to risk, testing whether they operate as intended, and rationalizing environments that have grown unwieldy. Services typically include:

  • ✦SOX 404 readiness, implementation and ongoing compliance support
  • ✦Internal control over financial reporting design and documentation
  • ✦Control testing, walkthroughs and evidence evaluation
  • ✦Deficiency and material weakness identification and remediation planning
  • ✦Control rationalization and optimization of over-controlled environments
  • ✦Entity level controls and control environment assessment
  • ✦Regulatory compliance control reviews for applicable jurisdictions
3.4Forensics & Fraud Risk Services+

Fraud risk services cover both the proactive identification of where an organization is vulnerable to fraud, and the response when a concern has been raised. The two are connected: organizations that have assessed their fraud exposures are considerably better positioned to respond when an allegation arises.

How an investigation is conducted matters as much as what it finds. Investigations that are poorly scoped, inadequately documented, or conducted without regard to legal privilege and evidential standards can create liability and can compromise subsequent action against a perpetrator.

Polaris Advisory conducts fraud risk assessments, advises boards and audit committees on investigation scope and governance, and coordinates specialist forensic accounting and legal resources for complex matters requiring them. Services typically include:

  • ✦Entity and process level fraud risk assessments
  • ✦Fraud control design and anti-fraud program development
  • ✦Investigation scoping, governance and oversight advisory
  • ✦Audit committee advisory on the conduct and reporting of investigations
  • ✦Post-incident control remediation and lessons learned review
3.5IIA Quality Assessment & Conformance Reviews+

The Global Internal Audit Standards issued by the Institute of Internal Auditors require every internal audit function to maintain a quality assurance and improvement program, and to undergo an external assessment at least once every five years by a qualified, independent assessor from outside the organization. Functions that do not conform cannot state that their work is conducted in accordance with the Standards.

The assessment evaluates the function against the full framework of domains, principles and standards, examining independence and positioning, the competency and development of the team, methodology and working paper quality, the risk assessment and planning process, engagement execution, reporting, and the function's relationship with the board and audit committee.

Polaris Advisory conducts external quality assessments and independent validation of self-assessments, producing a conformance rating supported by evidence, together with practical recommendations for improvement. This is a defined, recurring requirement with a clear consequence for non-conformance, and it applies to internal audit functions in every sector and jurisdiction. Services typically include:

  • ✦External quality assessment (EQA) against the Global Internal Audit Standards
  • ✦Independent validation of internal self-assessments
  • ✦Conformance gap analysis and readiness review ahead of a formal assessment
  • ✦Quality assurance and improvement program (QAIP) design
  • ✦Internal audit methodology, manual and working paper review
  • ✦Conformance rating report and presentation to the audit committee

04Finance and Accounting Advisory

The finance function records what has happened, reports it accurately and on time, and provides the analysis on which decisions are made. Boards cannot govern, auditors cannot audit and lenders cannot lend on information the function is unable to produce reliably.

Finance functions in growing organizations commonly fall behind the business they support. Processes designed for a smaller company persist, the close takes longer than it should, and the function spends its capacity producing numbers rather than explaining them. The symptoms are late reporting, audit adjustments, unexpected movements in the figures, and an inability to answer questions the board considers basic.

Polaris Advisory works with owners, chief executives and finance teams to strengthen the function and the information it produces, and provides senior financial leadership directly where it is needed on a part-time or temporary basis. Engagements range from a defined improvement project to an ongoing fractional CFO arrangement.

4.1Fractional and Interim CFO+

A fractional CFO provides chief financial officer capability part-time, typically a defined number of days each month, for organizations that need a senior finance leader but cannot justify a permanent appointment. An interim CFO provides the same capability full-time for a defined period, usually covering a departure or a transition.

The requirement arises at an identifiable point. A business has outgrown its financial controller but is not ready for a full-time CFO. A CFO has left and the search will take months. Ownership has changed and the new owner needs leadership it trusts. Or pressure has arrived that existing leadership has not faced before.

Polaris Advisory provides this capability personally, at a commitment agreed in advance. Where the arrangement is interim, it includes handing over to the permanent appointment. Services typically include:

  • ✦Part-time CFO capacity on a defined monthly commitment
  • ✦Interim CFO cover during a vacancy, departure or leadership transition
  • ✦Ownership of board, investor and shareholder reporting
  • ✦Lender, bank and covenant relationship management
  • ✦Support to the chief executive or owner on financial strategy and capital decisions
  • ✦Specification, onboarding and handover to a permanent CFO
4.2Financial Close, Reconciliation and Reporting Discipline+

The financial close converts a period's transactions into reliable financial statements. It determines when management receives information, whether that information can be relied upon, and whether the organization can evidence how its numbers were produced.

Close problems are rarely problems of capability. The reconciliations are performed and the entries reviewed, but the work happens too late to inform decisions and leaves no record of who prepared it and who checked it. Work performed after the deadline, without evidence of review, cannot support an assertion about the reliability of the numbers however competently it was done. It is among the most common root causes of control deficiencies, including material weaknesses.

Polaris Advisory rebuilds the close around timetable and evidence rather than additional control activity, which is where organizations in this position usually look first. Services typically include:

  • ✦Close calendar design and timetable compression
  • ✦Balance sheet reconciliation standards, ownership and review
  • ✦Journal entry controls, supporting evidence and working paper standards
  • ✦Management review control design and documentation
  • ✦Remediation of close related deficiencies and material weaknesses
  • ✦Consolidation process review for multi entity groups
4.3Management Reporting and Board Information+

Management reporting tells the people running an organization what is happening, what is changing and what requires a decision. Board reporting serves the narrower purpose of allowing directors to discharge oversight they cannot discharge from summary figures alone.

Reporting packs accumulate. A measure is added in response to a question, a schedule after an incident, a page when a new business line starts, and almost nothing is removed. The result is volume without clarity, in which the three or four numbers that genuinely explain performance sit among forty that do not. Recipients stop reading closely, which is worse than not reporting at all.

Polaris Advisory reviews what is produced against what is used, identifies the measures that explain the business, and rebuilds reporting so that it supports a decision rather than describing a period. Services typically include:

  • ✦Management reporting pack design and rationalization
  • ✦Definition of the measures that actually drive the business
  • ✦Board and committee financial reporting format and content
  • ✦Variance analysis and commentary standards
  • ✦Reporting that separates result, driver and required action
  • ✦Elimination of duplicated and unused reporting
4.4Budgeting, Forecasting and Cash Flow Management+

Budgets set the expectations against which performance is measured. Forecasts update those expectations as conditions change. Cash flow forecasting establishes what the organization can afford and when, which is the constraint that determines what any plan can realistically achieve.

The failure patterns are familiar. An annual budget negotiated over months and obsolete within one quarter. A forecast revised to match the budget rather than to reflect what is now expected. A cash position understood at month end but not in the weeks between, which is when liquidity problems actually occur.

Polaris Advisory designs budgeting and forecasting processes proportionate to the organization, with particular attention to cash. Where a business is under financial pressure, short term cash forecasting becomes the central management tool rather than a supporting schedule. Services typically include:

  • ✦Annual budget process design and facilitation
  • ✦Rolling forecast implementation
  • ✦Short term cash flow forecasting, including thirteen week models
  • ✦Working capital and cash conversion improvement
  • ✦Covenant monitoring and headroom analysis
  • ✦Scenario and sensitivity analysis to support board decisions
4.5Finance Function Design and Effectiveness+

A finance function's structure, capability and processes determine what it can deliver. As an organization grows, acquires, enters new markets or prepares for a transaction, the demands on finance change faster than the function does.

The strain presents as separate problems: a close that slips, a reconciliation backlog, dependence on one or two people who hold knowledge nobody else has, workarounds that persist long after the reason for them has gone. Individually each looks like a performance issue. Together they are usually evidence that the function was designed for a smaller organization than the one it now serves.

Polaris Advisory assesses the function against what the organization requires now and what it will require next, and sets out what has to change in structure, process, capability and control. Services typically include:

  • ✦Finance function structure, roles and accountability review
  • ✦Capability and capacity assessment against current and planned scale
  • ✦Process efficiency across the record to report cycle
  • ✦Segregation of duties and system access within finance
  • ✦Finance policy and procedure documentation
  • ✦Readiness of the finance function to support growth, a transaction or a listing
4.6Audit Readiness and External Audit Management+

The annual external audit places a significant demand on a finance function, and the quality of preparation largely determines its cost, its duration and its disruption. Audits run long because evidence is assembled after it is requested rather than before.

Poor preparation carries consequences beyond cost. Adjustments identified by the auditor rather than by management raise questions about the control environment. A request list answered slowly extends the audit into the following period's work. Management letter points that recur year after year become a pattern an audit committee is entitled to ask about.

Polaris Advisory prepares organizations for audit, manages the auditor relationship and timetable, and supports audit committees in evaluating auditor performance. The approach is informed by having sat on both sides of this relationship, preparing for audit and chairing the committee overseeing it. Services typically include:

  • ✦Preparation for the annual external audit
  • ✦Audit request list management and evidence preparation
  • ✦Management of the external auditor relationship and timetable
  • ✦Resolution of audit adjustments and management letter points
  • ✦External auditor evaluation and tender support
  • ✦Reduction of audit cost and disruption through better preparation

05Turnaround and Performance Advisory

Performance advisory work addresses organizations that are not delivering the results their operations, market position or capital structure should support, and organizations approaching a corporate event that will subject them to greater scrutiny.

Deteriorating performance is rarely attributable to a single cause and is rarely recognized early. Margin erosion, cost base rigidity, working capital deterioration, weak execution discipline and unclear accountability typically develop over an extended period and become visible only when liquidity tightens or a covenant is tested. By that point the available options are fewer and more expensive.

Polaris Advisory supports boards, owners and executive teams through diagnosis and recovery. Work is grounded in operating experience rather than theoretical modelling, and is directed at identifying the specific, addressable drivers of underperformance and building an executable plan around them.

5.1Financial Performance and Turnaround Advisory+

Turnaround work begins with an accurate diagnosis. Organizations under pressure commonly respond with proportionate cost reductions across all functions, which reduces capacity in areas that are performing alongside those that are not, and rarely addresses the underlying cause.

A structured diagnostic examines revenue and margin performance by product, channel and customer, the composition and flexibility of the cost base, working capital and cash conversion, capital allocation history, and the organization's ability to execute against plans it has already set. The output is a clear view of where value is being lost and what can realistically be recovered, over what timeframe.

From that basis, Polaris Advisory supports the development of a recovery plan with defined actions, owners, milestones and measures, and provides ongoing oversight of execution where required. Services typically include:

  • ✦Financial and operational performance diagnostics
  • ✦Revenue, margin and profitability analysis by product, channel and customer
  • ✦Cash flow forecasting, liquidity review and working capital assessment
  • ✦Turnaround and restructuring plan development
  • ✦Performance improvement program design, governance and tracking
  • ✦Board and lender reporting support during recovery periods
5.2IPO Readiness+

A public listing subjects an organization to reporting timetables, control requirements, governance expectations and levels of external scrutiny that most private companies have never faced. Readiness work identifies the gap between current state and listed company requirements, and closes it in advance of the transaction rather than during it.

The assessment covers financial reporting capability and close timetable, internal control over financial reporting and SOX preparedness where applicable, board and committee composition and independence, governance documentation, disclosure controls, and the capacity of the finance function to sustain public company reporting.

Polaris Advisory conducts readiness assessments and supports remediation, working to the transaction timetable so that findings are addressed before they affect the process. Services typically include:

  • ✦IPO and listing readiness assessment against applicable exchange requirements
  • ✦SOX and ICFR pre-listing design, documentation and testing
  • ✦Financial close process and reporting timetable review
  • ✦Board and committee composition, independence and charter readiness
  • ✦Disclosure controls and procedures design
  • ✦Remediation planning and execution support against the transaction timetable
5.3Operational and Cost Effectiveness+

Cost structures accumulate over time. Roles, systems, vendors, processes and reporting lines are added in response to specific circumstances and are rarely removed when those circumstances change. The result, over time, is a cost base that no longer reflects how the organization creates value.

Effectiveness work examines where cost and effort are concentrated relative to the value produced, identifies duplication across functions, and assesses whether processes, spans of control and support structures are appropriate to the current scale of the business. It applies equally to organizations under cost pressure and to organizations that have grown quickly and never rationalized.

Polaris Advisory identifies specific, quantified opportunities and builds a prioritized plan for realizing them, distinguishing between cost that is essential, cost that is discretionary, and cost that no longer serves a purpose. Services typically include:

  • ✦Cost structure and SG&A composition review
  • ✦Operational effectiveness and process efficiency assessment
  • ✦Organizational design, span of control and layer analysis
  • ✦Procurement and third-party spend review
  • ✦Shared services and support function effectiveness review
  • ✦Prioritized savings roadmap with quantified opportunities and implementation plan

06Board Advisory

Boards and their committees are expected to oversee organizations of increasing complexity, under greater regulatory and shareholder scrutiny, with limited time and, in many cases, with structures and skill sets that have not evolved at the same pace as the business.

The demands placed on individual directors have risen accordingly. Audit committee members are expected to evaluate financial reporting judgments, external audit quality, internal control effectiveness and risk oversight. Compensation committee members face scrutiny from shareholders and proxy advisors on structure and disclosure. Nominating committees are accountable for composition, succession and board renewal.

Polaris Advisory provides independent advisory support to boards, committees and individual directors. The perspective offered is that of a practising public company director, including current service as an audit committee chair, rather than that of an observer.

6.1Board Composition & Succession Planning+

Board composition determines the range of judgment available to an organization. It encompasses the mix of skills, sector knowledge, functional depth, independence, tenure and perspective represented around the table, and whether that mix is appropriate to the strategy the organization is pursuing.

Succession is frequently addressed reactively, when a director resigns, retires or reaches a tenure limit. Boards that plan proactively map the capabilities they will require over a multi-year horizon against those they currently hold, and manage renewal as a continuous process rather than a series of individual replacements.

Polaris Advisory supports boards in assessing composition, identifying capability gaps, and building structured succession plans for both directors and committee chairs. Services typically include:

  • ✦Board skills matrix development and capability gap analysis
  • ✦Board composition review against strategy and sector requirements
  • ✦Independence, tenure and renewal assessment
  • ✦Director succession planning and pipeline development
  • ✦Committee chair succession planning
6.2Audit Committee Advisory & Chair Support+

The audit committee carries responsibility for oversight of financial reporting, the external audit relationship, internal audit, internal control and, in many organizations, risk management and ethics. It is generally the most technically demanding committee of the board, and its chair carries a workload and exposure that is not always fully appreciated.

Newly appointed chairs in particular often assume the role without structured support, and without an independent party with whom to test judgment on sensitive matters such as a disputed accounting treatment, a control deficiency, an auditor disagreement or a whistleblower report.

Polaris Advisory provides confidential advisory support to audit committee chairs and members, and conducts formal committee effectiveness reviews. All work in this area is conducted with clear conflict screening and confidentiality protocols. Services typically include:

  • ✦Audit committee effectiveness reviews and benchmarking
  • ✦Committee charter, annual workplan and meeting calendar design
  • ✦Confidential counsel to chairs on active oversight matters
  • ✦New chair onboarding and transition support
  • ✦Review of the quality and sufficiency of committee reporting materials
  • ✦Advisory support on external auditor evaluation and internal audit oversight
6.3Director Onboarding & Education+

New directors are frequently expected to contribute from their first meeting, having received a board pack and a brief introduction to management. Even experienced directors require time to understand a specific organization's business model, financial dynamics, risk profile and governance history. Structured onboarding shortens that period materially. It covers the organization itself, the director's legal duties and liabilities, the financial reporting and control environment, the risk framework, and the practical operation of the board and its committees.

Polaris Advisory designs onboarding programs and delivers board education on financial oversight, internal control, risk and emerging governance topics, tailored to the experience level of the directors involved. Services typically include:

  • ✦Director onboarding program design and delivery
  • ✦Financial literacy and financial oversight training for directors
  • ✦Internal control and risk oversight education
  • ✦Director duties, liabilities and governance obligations briefing
  • ✦Committee specific induction for new committee members
6.4Compensation & Human Capital Committee Advisory+

Compensation committees determine executive pay structure, set performance measures and targets, oversee incentive plan design, and approve the disclosure through which those decisions are explained to shareholders. Their work is scrutinized by institutional investors, proxy advisory firms and, in listed environments, through say-on-pay voting. The scope of these committees has broadened in many organizations to encompass human capital matters more generally, including executive succession, talent and retention risk, workforce composition and culture.

Polaris Advisory advises compensation and human capital committees on structure, peer benchmarking, performance measure design and disclosure, drawing on direct service as a committee chair. Services typically include:

  • ✦Executive compensation structure and plan design review
  • ✦Performance measure and target setting review
  • ✦Incentive plan governance and payout oversight
6.5Board Committee Advisory (Nominating, Risk, Special Committees)+

Beyond audit and compensation, boards operate nominating and governance committees, risk committees, and special or ad hoc committees constituted for particular matters such as a transaction, an investigation, a conflicted arrangement or a leadership transition. These committees frequently carry sensitive mandates with limited dedicated support.

Polaris Advisory provides independent advisory support to board committees, covering mandate definition, process design, documentation standards and reporting to the full board. Services typically include:

  • ✦Advisory on committee structure, independence, conflict assessment, mandate and workplan support
  • ✦Special and ad hoc committee formation, mandate and process design
  • ✦Reporting frameworks between committees and the full board

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