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Men in Suits

Corporate Fraud and Misconduct: The Integral Role of Independent Directors


In an era marked by growing skepticism towards corporate integrity, the role of Independent Directors (IDs) in shaping the ethical foundation of organizations is more pronounced than ever. The rising tide of corporate fraud and misconduct has become a global concern, and IDs have been thrust into the spotlight as watchdogs for ethical governance. This piece delves into a recent survey by Deloitte Touche Tohmatsu India LLP (DTTILP) to analyze how IDs perceive and tackle corporate fraud.

Independent Directors

The Growing Importance of Independent Directors

With increasing regulatory scrutiny and demands for transparency, the role of Independent Directors is evolving. IDs are often seen as the custodians of corporate ethics, tasked with overseeing and ensuring that the company adheres to legal and moral standards.

Independent Directors and the Pandemic's Impact

The unexpected business disruption caused by the COVID-19 pandemic has only reinforced the importance of vigilant governance frameworks. Historically, such disruptions have been followed by an uptick in fraudulent practices. About 63% of IDs predict that the current business climate can spur fraud over the next two years, a statistic that emphasizes the need for robust governance.

Factors Contributing to Future Frauds

The Deloitte's survey highlighted the top factors likely to contribute to future frauds:

  • 21.79% believe that large-scale remote working arrangements may hamper the effective application of internal controls.

  • 19.66% cite limited communication or education to employees on preventing fraud and misconduct as a significant risk.

  • 20.09% view a cash flow crunch, leading to business operations taking precedence over compliance, as a potential issue.

  • 17.52% point to emerging new fraud risks that existing controls and systems may not detect.

Independent Directors and Mitigation Strategies

The study underlines the necessity for Independent Directors to adapt to these evolving risks. From implementing cutting-edge technological solutions to enhancing communication channels, IDs are increasingly being expected to develop and oversee strategies that will safeguard against these highlighted risks.

Future Fraud Schemes

According to the survey, the fraud schemes most likely to be experienced in the future include:

  • 23.90% Cybercrime, including data theft, breaches, and intellectual property fraud.

  • 20.96% Financial statement fraud, including incorrect business valuations.

  • 12.87% Leak of sensitive information, such as insider trading.

These figures serve as a wake-up call for Independent Directors to stay ahead of the curve in identifying and mitigating potential risks.


The findings from the DTTILP and IOD's survey offer critical insights into how Independent Directors view and plan to combat corporate fraud. As the guardians of ethical business practices, IDs must remain vigilant, adaptive, and proactive. The statistics and perspectives shared here reflect a clear path for organizations to empower Independent Directors in strengthening governance frameworks. The role of Independent Directors in navigating the complex landscape of corporate ethics is not just significant but indispensable in the quest for a transparent and accountable business environment.

Our Directors’ Institute- World Council of Directors can help you accelerate your board journey by training you on your roles and responsibilities to be carried out in an efficient manner helping you to make a significant contribution to the board and raise corporate governance standards within the organization.

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