PRICEWATERHOUSECOOPERS
PRINCIPLES & PRACTICES OF MANAGEMENT IN INFORMATION TECHNOLOGY (PPM-IT) KARTHIK S. KRISHNAN MBA (IT) DIVISION “A” PRN NO.: 16030141016
Industry: Professional Services Founded: 1854 (Coopers & Lybrand) o 1849 (Price Waterhouse) o 1998 (PricewaterhouseCoopers) o Headquarters: London, United Kingdom. Revenue: US$ 35.4 Million (2015) Area Served: Worldwide.
PricewaterhouseCoopers (PwC) is a multinational professional services network headquartered in London, United Kingdom. It is the largest professional services firm in the world, and is one of the Big Four auditors, along with Deloitte, EY and KPMG. Vault Accounting 50 has ranked PwC as the most prestigious accounting firm in the world for seven consecutive years, as well as the top firm to work for in North America for three consecutive years. PwC is a network of firms in 157 countries, 756 locations, with more than 208,100 people. As of 2015, 22% of the workforce worked in Asia, 26% in North America and Caribbean and 32% in Western Europe. The company's global revenues were $35.4 billion in FY 2015, of which $15.2 billion was generated by its Assurance practice, $8.9 billion by its Tax practice and $11.3 billion by its Advisory practice. The firm was formed in 1998 by a merger between Coopers & Lybrand and Price Waterhouse. The trading name was shortened to PwC in September 2010 as part of a rebranding. In India, PricewaterhouseCoopers (PwC) (India) Pvt. Ltd.’s highly qualified and experienced professionals listen to different points of view to help solve their clients business issues and identify and maximise the opportunities they seek. PricewaterhouseCoopers’ (PwC) industry specialisation allows them to help co-create solutions with their clients for their sector of interest. PricewaterhouseCoopers (PwC) India provides industry-focussed Audit and Assurance, Consulting and Tax Services to Public, Private and Government listed and unlisted Companies. The major business functions of PricewaterhouseCoopers (PwC) (India) Pvt. Ltd. are Accounting Advisory, Consulting, Financial Deals, Tax & Regulatory Services and Governance, Risk & Compliance.
PRICEWATERHOUSECOOPERS (PwC) INDIA’S TEAM Sr. No. 1)
Name Deepak Kapoor
2)
Shyamal Mukherjee
Designation Chairman & Managing Director Director
3) 4) 5)
Bharti Gupta-Ramola Deepankar Sanwalka Gautam Mehra
Wholetime Director Director Director
6)
Satyavati Berera
7) 8)
Ketan Dalal Rohit Bhasin
Chief Operating Officer (COO) Wholetime Director Wholetime Director
Function Financial Advisory & Territorial Senior Partner Strategy, Growth & Brand Leader. Markets Leader. Advisory and Consulting. Tax & Regulatory Services (TRS). Governance, Risk, Compliance (GRC) Services. Regional Managing Partner. Partner Affairs.
PRICEWATERHOUSECOOPERS’ (PwC) GLOBAL TEAM Sr. No. 1)
Name Robert E. Moritz
2) 3)
Raymund Chao Kevin Ellis
4)
Tim Ryan
5)
Norbert Winkeljohann
6) 7)
Miles Everson Julie Fitzgerald
Designation Chairman – PwC International Limited Chairman (China) Senior Partner & Chairman (UK) Senior Partner & Chairman (USA) Senior Partner & Chairman (Germany) Advisor Advisor
8)
Stefan Frühauf
Advisor
9)
Vicki Huff Eckert
Advisor
10)
Agnès Hussherr
11)
Colm Kelly
12)
Dana Mcilwain
13)
Carol Sawdye
14)
Mary Waldron
15)
Sigal Zarmi
16)
Diana Weiss
Chief Personnel Officer (CPO) Chief Legal Officer (CFO) Chief Administrative Officer (CAO) Chief Operating Officer (COO) Chief Risk Officer (CRO) Chief Information Officer (CIO) Counsellor
Function Business Expansion.
Global Network Leadership. Business Recovery Services (BRS). Strategy Function and Stakeholder Relationship. Tax Regulatory Services. Global Advisory Leader. Priority Service and Critical Markets. Project and Change Leadership. New Business and Innovation. Human Capital. Global Tax and Legal Service. Operations. Budget, Financial Planning and Investment Planning. Risk Governance, Strategy and Compliance. IT Projects, Initiatives and Enterprise-Wide Systems. Global General Counsel.
BUSINESS FUNCTIONS OF PRICEWATERHOUSECOOPERS (PwC) INDIA 1) ACCOUNTING ADVISORY: PwC helps companies maximise value with the issues related to Acquisitions, Consolidations, Debt & Equity Offerings, Hedging and Treasury and many moments of exceptional change. With a global network of trusted advisors, PwC supports companies with their Accounting, Financial Reporting and Valuation needs. Their practitioners combine Accounting, Valuation and Tax expertise to help their clients preserve the value of your business. Transactions and events Accounting advice for complex transactions, including M&A and corporate restructuring. GAAP transformation GAAP conversion (from local GAAP to Ind AS, IFRS or US GAAP, and vice versa) including systems and tax support. Advice on new accounting pronouncements. Accounting Advisory Support Assistance and advisory in financial reporting and analysis of accounting issues. Accounting training solutions. Treasury and Hedge Accounting support, including related Valuations. Accounting manuals. Capital Markets IPO advisory services. Assistance in Capital Market Transactions. 2) CONSULTING: (Leader: Deepankar Sanwalka) PwC provides Consulting in the field of IT, Finance, Licensing, Management and Strategy. Cyber Security (Head: Sivarama Krishnan) Security Strategy and Governance. Security Architecture. Threat and Vulnerability Management. Identity and Access Management. Risk and Compliance. Security Implementation. Incident Management. Digital Services (Head: Arnab Basu) Social Enterprise and Co-creation. Enterprise Mobility. Big Data Analytics. Cloud Computing. Financial Risk Management (Head: Hemant Jhajhria) Derivatives and Structured products valuation and review. Quantitative Advisory and Analytics. Model Development and Advisory. Commodity Risk Management.
Currency and Interest Rate Risk Management. Risk Appetite and Liquidity. Financial Supply Chain. Integrated Treasury setup and Handholding. Governance, Risk and Regulations. Licensing Management and Contract Compliance (Head: Sudhir Singh Dungarpur) Software Licensing compliance. Royalty and Licensing management. Channel (reseller and supplier) reviews. Management & Operations Consulting (Head: Neel Ratan) Operations Architecture Design and Implementation. Procurement Excellence. Planning Excellence. Manufacturing Excellence. Supply Chain and Logistics Excellence. Sales and Marketing Excellence. Transformation Programmes. Sustainability (Head: Sudhir Singh Dungarpur) Sustainability and Climate Change Advisory. Sustainable Supply Chains and Responsible Investment. Corporate Social Responsibility Advisory. Technology Management (Head: Arnab Basu) Infrastructure and PPM. Information Management. Application Technology. Oracle Application Enterprise Resource Planning (ERP) using SAP Technology Consulting using Microsoft
3) FINANCIAL DEALS: (Leader: N.V.Sivakumar) PwC’s Financial Deal team helps companies make Acquisitions, Investments, Divestitures, Joint Ventures, Spin-Offs and Strategic Alliances. In addition, the team provides advice to Corporates for raising new finance or improving the efficiency of funding on their balance sheets. In each case PwC have the same overriding objective: to ensure clients maximise the return on their deal. With more than 175 dedicated specialists in PwC’s Indian deals business, they bring a unique combination of Financial, Commercial and Operational insight to every deal. PwC’s dedicated industry specialists across these disciplines deliver unparalleled knowledge to their clients as PwC navigates the deal process with their clients. Business Restructuring Services (Head: Munesh Khanna) Debt and Capital Financing Options, Stressed Asset Advisory and Creditor Advisory Business Restructuring, Debt Restructuring and Turnaround Strategies. Working Capital and Cash Management. Corporate Finance and Investment Banking (Head: Munesh Khanna) Divestment of Business.
Acquisitions. Capital Raisings. Deals Strategy (Head: Sankalpa Bhattacharjya) Industry Assessment. Target Screening/Profiling. Outside-in Commercial/Strategic Due Diligence. Commercial/Strategic Due Diligence. Market Assessment/Feasibility Study. Portfolio Company Performance Enhancement. Market assessment/feasibility study growth strategy Market entry strategy Target screening/profiling JV strategy Synergy assessment PE view of business Transaction Services (Head: Sanjeev Krishnan) Buy-Side Due Diligence Delivering Deal Value Sale and Purchase Agreement Advisory Vendor Assistance and Vendor Due Diligence Valuation Services (Head: Rajan Wadhawan) Business or equity valuation, swap ratios, fixed asset valuations (in the context of transactions and restructurings) Portfolio valuation for private equity funds Purchase price allocations for the fair value of assets (tangible/intangible) and liabilities that have been acquired consequent to a transaction Valuations of intangible assets (brands, technology, contracts, human resources, etc.) to assist in fund-raising, financial reporting purposes or internal strategic decision making Valuations relating to specific products (ESOPs) or industries (movie library, etc.) Valuation for regulatory purposes (RBI, tax) Audit support work: Impairment testing/purchase price allocation reviews Valuations for dispute resolution/court/company law board matters Strategy related work, such as development/review of business plans, entry/exist strategies, etc.
4) TAX AND REGULATORY SERVICES: (Leader: Gautam Mehra) PwC assists businesses, organisations and individuals with tax strategy, planning and compliance, whilst also delivering a wide range of business advisory services. As India’s leading tax firm with its partners among the world’s most prominent tax advisors, according to International Tax Review, the practice in India helps enterprises formulate effective strategies to optimise taxes, implement innovative tax planning and effectively manage compliance. PwC’s Indian operations are integrated with their global network and leverage on the expertise of over 30,000 tax professionals across 140 countries.
Corporate Tax Advisory
Tax Complian ce
Direct Tax (Head: Rahul Garg) Entry strategy from a tax and regulatory perspective. Choice of an appropriate form of entity to set up Indian Business Activities. Assistance in entity set up, Registrations with the Tax Authorities, etc. Conceptualising Income Tax Positions and implementing the same. Help resolve uncertain Tax Positions. Optimum use of Corporate Tax Incentives in proposed Business Activities. Strategies for profit and Dividend Repatriation. Impact analysis of recent developments like BEPS, GAAR, PoEM, ICDS, etc. Advising on withholding Tax Obligations on payments. Obtaining no-Objection Certificates. Assisting in filing various Tax Returns and making adequate Disclosures. Representation before the Income Tax and withholding Tax Authorities. Providing Corporate Tax Litigation Assistance, including Representation Services. Obtaining Advance Rulings and Opinion from Senior Counsels. Tax Diagnostic Reviews. Enhancing ERP Systems to meet Tax Management requirements. Indirect Tax (Head: Pratik Jain) Assisted Central Board of Excise & Customs (CBEC) with the design of the operational aspects of GST. Strategic Consultants to Goods and Service Tax Network (GSTN). Part of Core ‘Partner group’ committee being f ormed by SAP for GST Transition. Representation to Government on behalf of several associations. Assistance to several companies across various sectors in relation to transition to GST. Mergers & Acquisitions (Head: Hiten Kotak) Mergers Demergers Acquisitions Divestitures Joint Ventures Corporate Restructuring Family Arrangements. Regulatory Services (Head: Akash Gupt) Regulatory Structuring Services. Regulatory Relationships & Advocacy, Approvals, Clarifications; etc. Regulatory Investigations. Regulatory Risk and Public Policy Support. Regulatory Interpretation & Compliance. Capital Markets/ Fund Raising Projects. Tax Controversy & Dispute Resolution (Head: Gautam Mehra) Drafting Factual and Legal Submissions for Income Tax appeal before the appellate Authorities. Effectively complying with Appellate Requirements and Procedures.
Preparing the case and representing it before the Appellate Authorities. Exploring and using Alternative Tax dispute resolution avenues. Preparing Advance Ruling Application and representing before the Authority for Advance Rulings (AAR) for settling a tax position involving Non-Resident. Drafting and presenting applications to the competent authority for MAP under tax treaties (DTAA). Reviewing pending litigation and other uncertain tax positions, to comment on adequacy of defence, probability of success and prevention of recurrence. In-house service of the expert counsel with experience in representation before Appellate Authorities including Tax Tribunal. Assisting the legal counsel in preparing or representing for appeals, writ petition and special leave petition before Indian Apex Court (Supreme Court) and Court subordinate to it (High Court). Transfer Pricing (Head: Gautam Mehra) Develop transfer pricing documentation and defence files, coordinated across all territories and harmonised with Indian Customs regulations. Transform the value chain to achieve sustainable financial and operational benefits, supply chain efficiencies and align Operational, Tax and Legal Structures. Develop better understanding of your transfer pricing risks, and implement consistent and defensible practices when controversies do arise. Develop strategies at both the global as well as local levels and guide you through the process of requesting APAs to help ensure successful outcomes. Assistance in setting up a governance framework for determining arm’s length pricing consisting of related party contracts as per the Companies Act 2013/Clause 49 of the SEBI listing guidelines.
5) GOVERNANCE, RISK & COMPLIANCE: (Leader: Sivarama Krishnan) PwC’s insightful and independent advisory services provide an invaluable safeguard in today's complex operating environment. PwC works with their Clients in their boardrooms and back offices, delivering business control to help protect and strengthen every aspect of their business from people to performance, systems to strategy, business plans to business resilience. PricewaterhouseCoopers draws on their extensive experience, to rigorously evaluate their Client’s governance procedures, processes, information and controls and, where necessary, recommend the best way to enhance them. Internal Audit (Head: Neeraj Gupta) Outsourcing. Internal Audit Sourcing Strategic Sourcing. System Responsible Supply Chain Sourcing. Secondment (Staff Augmentation). Quality Assurance Reviews (QAR+). Internal Audit Advisory System Training (IA Skills, Risk Assessment, CAAT Tools, Soft Skills). Business Control Advisory (Head: Sanjay Dhawan) Assisting Corporates to document and evaluate Internal Controls. Performing Key Controls Testing.
Providing assistance in developing an Internal Control Framework. Providing assistance in developing a Risk Management Framework. Training Personnel on COSO, Methods of Documenting Controls, etc. Project Management. Business Resilience (Head: Siddharth Vishwanath) Enterprise-Wide Risk Assessments. Enterprise Risk Management Risk Remediation. Developing Risk and Control Framework Assessment. Governance and Compliance: Ensuring BCM meets best practice as well as regulatory standards. Crisis Management. Business Continuity Strategy. Business Recovery Procedures. Awareness, Training and Testing. Contract review and administration Vendor-related risk assessment Service delivery management Contract and third-party risk management Contract compliance Privacy and security Service-level reviews and payment assurance Project Advisory Project Audits Capital Project Risk and Assurance Project Monitoring Programme Management Office (PMO) Setup. Information Technology Risk Management (Head: Sivarama Krishnan) Define and Communicate the IT Strategy. Security Strategy and Governance Align the Architecture. Ensure Governance and manage reporting. Design security Infra, Network and Application Risk Manage security controls Management Assure information Authentication Identity and Access Authorisation Management User management and provisioning Identity storage and data integration Intrusion monitoring Malicious program detection Threat and Vulnerability Management Security information management Threat management Vulnerability management Incident response ERP Business Process Controls Review ERP roles Redesign, Segregation of Duties (SOD) and Access Controls Review ERP effectiveness and Data Quality Assessment.
Busines s Continu ity Manage ment
ERP Controls Advisory
SAP GRC Suite. Legal, Contract and Regulatory Risk Services (Head: Harpreet Singh) Framework Design and Automation. Compliance Review and Compliance Risk Assessment, Review and Audit. Management Services Outsourcing, Monitoring and Training Support. Legal Updates. Companies Act 2013: Diagnostic and Transition Support. Companies Act 2013 and Due Diligence and Audit Support. Secretarial Su ort Services Secretarial Support and Outsourcing. Global compliance framework: Design and review across countries. Corporate and Tax Compliance and Filling Support. Employment law, Visa and Immigration Compliance including I-9 and LCA audit IT and Data Privacy laws. Setting up Contract Governance Framework and Process. Contract Lifecycle Automation including Compilation, Abstraction, etc. Contract Administration and Obligation Management. Virtual Counsel Services. BFSI. Pharmaceuticals Regulatory and SectorSpecific Support Telecom/ITES/Media. Power. Aviation.
International Compliance Services
Contract Management
WORKING RELATIONSHIP OF PREICEWATERHOUSECOOPERS (PwC) WITH PRICEWATERHOUSECOOPERS (PwC) INDIA Although PwC India, a subsidiary might be wholly-owned, the subsidiary is a separate and distinct legal entity from the parent company. But what does this actually mean? Parent companies and directors of wholly-owned subsidiaries need to keep in mind the following: It is the role of the subsidiary’s directors, and not the parent company, to manage the affairs of a wholly-owned subsidiary. However, the parent entity (as the sole shareholder of a whollyowned subsidiary) has the power to elect and remove the subsidiary’s board of directors; in making decisions affecting the subsidiary, the directors of the subsidiary are obliged to act in the best interests of the subsidiary - even where those interests conflict with those of the parent company or the broader corporate group. The obligation owed by a director of a wholly-owned subsidiary to act in the best interests of the subsidiary company takes precedence over the obligation of that director to act in the best interests of the parent company; the directors of a subsidiary are subject to the statutory and regulatory duties under applicable local laws. This means they should be prudent in carrying out their responsibilities as a director and not regard their role as merely a nominal position. The statutory obligations of the subsidiary should be well understood by both the subsidiary’s directors and the parent company; and any governance practices for the subsidiary need to be consistent with the purpose for which the subsidiary was established. The risk profile of a subsidiary with its own operating assets and emplo yees is very different (and much higher) to that of a subsidiary that is only a holding company.
1. Subsidiary Board Composition: The subsidiaries do have separate boards, but various factors influence the need for the formation of a subsidiary board and its composition, including having common directors between the parent and subsidiary companies. 2. Time Spent by the Parent Board on Oversight of Subsidiaries: Although parent company boards view the company as one organisation and do not differentiate decision-making based on a legal subsidiary structure, factors such as the group management philosophy, the size and holding structure (including listing on exchanges) of subsidiaries determine the time spent by the parent board on their oversight. 3. Approval Levels and Decision-Making: Approval levels and decision-making follows the group level policies and guidelines and require approval of transactions at the parent board level if these transactions are significant enough. 4. Domestic vs. Overseas Subsidiary Governance: Governance of an overseas subsidiary is different than that of a domestic subsidiary, because of differences in legal environment, tax regimes and cultures. Some boards often tend to view the company as one organisation, even while recognising the differentiators. 5. Policies and Procedures: Generally, Corporate Governance related policies and procedures are developed centrally by organisations and are required to be implemented in all parts of the organisation without regard to the legal subsidiary structure. Larger and more international groups tend to have uniform implementation of key policies, such as whistle blower policy, across the entire group irrespective of the size and location of subsidiaries.
