Relevant Topics

Defining ESG metrics that matter for private equity portfolio companies

While the impact on private company boards, management, operations, and disclosure varies—and largely dependent on ownership—a shift is apparent in how institutional investors are directing capital and increasing expectations for private company reporting on ESG.

Is the U.S. public market still attractive?

SEC roundtable explores short-termism and the role of periodic reporting

Environmental and social concerns dominate proxy season

Reflections on some of the issues that shareholders asked boards to address in 2019 and the outlook for next proxy season

Q2 2019 Focus: Financial reporting and auditing update

This quarter, and in the months ahead, a number of developments impacting financial reporting will need to be front and center for audit committees.

A geopolitical lens: July 2019

Eurasia Group’s Ian Bremmer analyzes current geopolitical trends and what they mean for companies and boards.

Make time for robust strategy discussions

Allocating time to strategy discussions is essential, but it is just the first hurdle in getting the strategy process right.

The role of culture in crisis prevention

A group of seasoned directors shares their views on what “good” culture looks like in the context of crisis prevention.

Directors Quarterly: July 2019

In this edition: geopolitics, transformational technologies, proxy trends, investor coalitions, audit committee concerns, board diversity, and a financial reporting and auditing update.

Keeping pace with disruptive risk, digital transformation

Audit committee members continue to express confidence in their oversight of core responsibilities. Yet, it’s clear that technological innovation, digital disruption, and the complexity of business are sharpening the focus on risk management and the internal control environment.

Diversity in the boardroom: Pushing forward, reaching back

The 2019 WCD Thought Leadership Commission report assesses the state of board diversity globally and provides practical recommendations based on the wisdom and experience of corporate board members.

Keeping pace with disruptive risk, digital transformation

Technological innovation, digital disruption, and the complexity of business are sharpening the focus on risk management and the internal control environment.

Top cyber security considerations in 2019

As cyber security efforts evolve to become an integral part of broader risk management, here are six issues for boards to consider.

Directors Quarterly: April 2019

In this edition: board engagement in strategy, highlights from our Board Leadership conference, voting in proxy fights, and more.

Perfecting the Boardroom Presentation: A Q&A With KPMG’s Stephen Brown

Financial executives give many presentations throughout their careers. But the board presentation is perhaps the most high-stakes.

The portfolio company lead director

The private equity portfolio company lead director can be key to building board agendas, serving as a mentor to the CEO, and leading oversight of strategy development and execution.

Voting in proxy fights

Boards should understand how the technical rules governing proxy cards—and the candidates who may be listed on them—operate in practice.

How lead directors can facilitate board engagement on strategy

Insights from lead directors and independent chairs on how they facilitate board engagement in the strategy process.

Facilitating the board’s engagement in strategy

Lead directors are uniquely positioned to create the right level of engagement and facilitate quality boardroom discussions on strategy.

Battlefield to Boardroom

The two-day program covered topics ranging from the role and responsibilities of corporate directors and board members’ fiduciary duties to more complex issues related to the oversight of strategy, risk, and cybersecurity; committees; and board/shareholder engagement.

Prepared to weather a potential economic downturn (or recession)?

In the current environment, boards will want to frame their agendas to help ensure their companies are prepared for a potential economic downturn—possibly a severe one. Dennis Whalen, leader of the KPMG Board Leadership, offers key areas of focus for boards to consider.

2019 Economic outlook

Highlights from our January Webcast discussion with Leo Abruzzese, the Economist Intelligence Unit’s Global Director of Public Policy.

Leading with agility and purpose

Insights and highlights from the 2019 KPMG Board Leadership Conference, including the economic and geopolitical outlook; the CEO perspective; board engagement in strategy; technology, digital disruption, data risk, and privacy; long-term performance; shareholder versus stakeholder primacy; talent, diversity, culture, the workforce of the future; and hot topics for board committees.

Q4 2018 focus: Financial reporting and audit update

This quarter, and in the months ahead, a number of developments impacting financial reporting will need to be front and center for audit committees.

Investor letters

Recent letters to executives and directors from the world’s largest asset managers.

Eurasia Group’s top geopolitical risks for 2019

The top geopolitical risks for 2019, according to Eurasia Group, include the sowing of “bad seeds” for the future, the ongoing trade showdown between China and the United States, an increasingly challenging cyber battle, European populism, and several country-specific developments.

The ESG journey: Lessons from the boardroom and C-suite

To build on our work in ESG, strategy and the long view, the Board Leadership Center interviewed directors and officers of major corporations, including Morgan Stanley, Tyson Foods, Ford Motor, Microsoft, Mars, and Whirlpool, among others.

Directors Quarterly: January 2019

A look at critical issues for board agendas, areas for audit committee focus, insights on integrating environmental, social, and governance issues into strategy, and more.

On the 2019 private company board agenda

Drawing on insights from our work and interactions with directors and business leaders over the past 12 months, we’ve highlighted seven items for boards of private companies to consider as they focus their 2019 agendas on the critical challenges at hand and on the road ahead.

Navigating disruptive risk

Dedicating time to think about the future is vital to navigating disruptive risks.

On the 2019 board agenda

Seven items for boards to consider as they focus their 2019 agendas on the critical challenges at hand and on the road ahead.

On the 2019 audit committee agenda

Seven items for audit committees to keep in mind as they consider and carry out their 2019 agendas.

On the 2019 nom/gov agenda

Expectations for greater transparency about the board’s efforts to continually raise its game and help position the company for the future are putting the nom/gov committee squarely in the spotlight. Here are six items for nom/gov committees to consider as they focus their 2019 agendas.

Leveraging internal audit

Many boards and audit committees are turning to internal audit to help them better understand and assess the company’s culture.

Championing successful CEO succession

Independent lead directors and independent chairs play a pivotal role in helping ensure their boards are ready for a CEO change.

Connecting geopolitics, markets, and strategy

Ian Bremmer, president and founder of Eurasia Group, shared his views on how boards should evaluate geopolitical risks and their impact on the business.

Q3 2018 focus: Financial reporting and audit update

This quarter, and in the months ahead, a number of developments impacting financial reporting will need to be front and center for audit committees.

Directors Quarterly: October 2018

In this edition, we looked at trends in board leadership, two emerging areas of focus for lead directors, how young and growing companies may benefit from using a matrix for board building, and more.

Matrix thinking

For young and growing companies, particularly those backed by venture capital funds, board building is often more informal and less strategic. Yet a long-term approach to building a strong board as the company grows can make a difference.

Sharpening risk oversight in the #MeToo era

The audit committee should add a #MeToo lens to its role in assisting the board in monitoring compliance.

How lead directors are helping their boards keep pace

Lead directors are focusing on board composition and diversity, and enhancing board operations and oversight processes.

Preparing for the 2019 proxy season

The Board Leadership Center’s Dennis T. Whalen offers two key areas for board focus as companies prepare for the 2019 proxy season.

Board leadership

Companies and investors continue to grapple with what constitutes the optimal leadership structure for boards.

Tax reform: Key areas for audit committee focus

In the absence of timely guidance from the government, tax and finance departments will face a number of challenges in preparing the company’s remaining interim and year-end financial statements and tax return filings.

Board oversight of corporate culture

Highlights and takeaways from KPMG’s Director Roundtable Series, which explored how boards can take a more proactive approach to understanding, shaping, and assessing corporate culture.

Lessons from the 2018 proxy season

Observations of the current climate for shareholder engagement, proxy voting and disclosure trends, shifts in board composition, and institutional shareholder concerns.

One share, one vote—or not?

The super-voting stock creates a disconnect between economic interest and voting power, and the holders of super-voting stock are typically able to control the board and all major decisions.

Data rich and regulation wary

Consumer data is a valuable asset for most organizations looking to extend their customer reach and competitive advantage

Diversifying portfolio company boards

With concentrated ownership and less public scrutiny, diversifying the composition of private-equity portfolio company boards is a sig­nificant challenge, yet opportuni­ties to change are just as abundant for these firms as they are public company boards.

What boards can expect as iGen joins the workforce

Just when boards and management think they have finally figured out how to accommodate millennials as employees and customers, along comes iGen to reverse many millennial trends.

Directors Quarterly: July 2018

The July 2018 edition of Directors Quarterly.

Decision-making in the visionary boardroom

Board-level attention to the foundations of decision-making can help give companies an edge in today’s complex and competitive business environment.

Quorum Out Leadership’s LGBT+ Board Diversity Guidelines

Quorum, Out Leadership’s initiative to increase LGBT+ representation on corporate boards, has created Board Diversity Guidelines with recommendations for companies on how to amend their corporate governance language

Virtual shareholder meetings: The latest flashpoint in the governance wars

Virtual-only annual meetings—shareholder meetings held solely online, rather than at a physical location—have become the latest flashpoint in the governance wars.

Gauging corporate culture

The #MeToo movement and headlines announcing sexual harassment scandals and allegations have rightly put the topic of corporate culture front and center in the boardroom.

Getting ahead of sexual harassment risk

Discussion about board oversight of sexual harassment issues often comes up only after public allegations have thrown the company into crisis.

Making sense of A Sense of Purpose

As head of the world’s largest asset manager, Fink made clear BlackRock’s expectation for a new model of shareholder engagement, “that strengthens and deepens communication between shareholders and the companies that they own.”

Board’s-eye view of data and analytics

Given their oversight roles, how can boards and audit committees help ensure that the company is getting the appropriate insights from data and analytics while taking the necessary precautions to protect the company, its employees, customers, and others?

SEC cybersecurity guidance: Takeaways for boards

Amid increasing cyber threats and recent massive breaches, the SEC issued interpretive guidance on cybersecurity disclosures that applies to public companies registered with the Commission

Navigating uncertainty: The long view

It’s clear that, as the business and risk environment becomes more complex, the board’s ability to prioritize and devote enough time to substantive issues becomes more challenging

2018 global economic outlook

Wavering U.S. policy could dampen existing trade relationships and sour some reliable partners. Directors and executives who tuned in the for the Webcast appeared to agree with his observation

Getting a start-up CFO up to speed

For a CFO of a new start-up company, this is a time of tremendous opportunity. Roles and responsibilities are being formalized, processes and controls are being implemented, and cultures and capabilities are being transformed.

Accounting for growth

As an increasing number of firms are driven by intangible, knowledge-based assets and are more frequently funded through private investors, accounting choices are expected to play a more significant role in a company’s success.

On the 2018 investor agenda

Reflecting on the events of 2017 and recent conversations with members of the institutional investor community, several high-level themes related to board operations and board leadership on environmental, social, and governance (ESG) issues are likely to be top of mind for investors this year.

Diversifying diversity

Given the fast pace and complexity of the business environment, it is critically important that the board include the right mix of skill sets and perspectives to help guide the company’s strategy and oversee risk.

Connecting the dots: Cybersecurity in the boardroom

The ongoing threat of cyber attacks has put cyber risk near the top of board and audit committee agendas.

Eurasia group’s top geopolitical risks for 2018

This year’s list is impacted by an acceleration of declining U.S. influence in the world and “concerns about the prospects of a geopolitical depression

2017 AICPA conference on SEC and PCAOB developments

KPMG’s report from the 2017 AICPA Conference on Current SEC and PCAOB Developments includes a discussion of the regulatory priorities of new SEC leadership, insight on ongoing implementation efforts and preparation for new accounting standards, and expectations for disclosure and auditing in the future.

The new mindset in cyber security: The board lens

Has the cyber risk and security conversation in the boardroom kept pace with the business? Better yet, does the board have the assurance that operations, technology, and risk management are communicating on cyber expectations and priorities?

Connecting geopolitics, markets, and strategy

Eurasia Group’s Ian Bremmer shared his insight on geopolitics and business on our KPMG/NACD Quarterly Webcast.

Focus on board composition

Board composition is in the spotlight. The business environment is fast-paced and complex, making it imperative that companies have the right people in the boardroom helping to guide strategy and oversee risk.

Talking talent and disruption in the motor city

The roundtable focused on the implications of automation for the board and audit committee; the promise and potential threat of artificial intelligence; and how government, business, and educators must work as one to reskill workers.

Expediting the CEO assessment

Given the expected five- to seven-year holding period for portfolio companies, boards may be able to avoid having to make a switch in two years by being more proactive in assessing the CEO early in the ownership period.

Three questions boards should ask about the governance team

Today, many directors are engaging directly with shareholders on a variety of issues—especially when the company is dealing with a crisis. How is the board engaging with the CEO regarding the company’s governance team?

ESG, strategy, and the long view

From our perspective, many of these issues fall under the broad rubric of environmental, social, and governance (ESG), from climate change impacts and worker safety to workplace diversity, executive compensation, and board composition.

Boards assess impact of Trump administration agenda

The KPMG Board Leadership Center Spring Director Roundtable Series gathered insights from nearly 600 directors and senior executives across 16 cities.

Diversifying portfolio company boards

Diversifying the composition of private-equity portfolio company boards is a significant challenge, yet opportunties to change are just as abundant for these firms as they are public company boards.

Engagement, activism expected to increase for 2018 proxy season

Talk and action on deregulation in Washington aren’t likely to slow investors’ momentum on environmental, social, and governance (ESG) issues, according to results from the most recent proxy season

Room for improvement on evaluations

An ongoing focus by investors on director quality and qualifications since the financial crisis has compelled boards to consider greater transparency on issues such as board composition, tenure, term limits, and diversity.

Spotlight on director-investor engagement

Given heightened investor expectations for transparency in governance and oversight, having a well-executed plan for communicating the company’s story and gauging investor sentiment on key issues is critical.

Enhancing board, committee, and director evaluations

Effective evaluations provide a pathway for boards, committees, and individual directors to objectively assess their strengths and weaknesses and implement plans for continuous improvement.

Building a foundation for growth: Governance in investor-owned private companies

In collaboration with the KPMG Board Leadership Center, the National Association of Corporate Directors has produced Building a Foundation for Growth: Governance in Investor-Owned Private Companies.

Joining A visionary board

Political and regulatory pressure, combined with significant investor concern, is elevating climate change and its associated issues for boardroom consideration.

Executive pay issues trending in the boardroom

Shareholders, regulators, and the media have a laser-like focus on CEO compensation packages. In this environment, it’s important that boards understand the issues that are at the center of the compensation debate.

Climate competence in the boardroom

Investors are concentrating on what companies are doing—and disclosing—about the potential impact of climate-related risks on business models and operations, leading to calls for climate-competent boards.

The next marketplaces and business models

What directors need to know about how agile companies can not only endure, but take advantage of disruption and expand into new markets.

Compensations role in strategy elevating the discussion and expanding the view

How Compensation Committees can create better alignment between corporate strategy and compensation programs to drive long-term value for the organization and move beyond today’s good governance standards.

The challenge of managing investors and time horizons at a private company

Conflicting views aren't always counterproductive and, in fact, can contribute to an engaging and robust discussion.

BEPS, transparency, and country-by-country tax reporting

The obligation to report country-by-country (C by C) tax information to all jurisdictions is on the immediate horizon.

After the jobs act: The impact on private companies

Three years after the JOBS Act was signed into law, we talk with Kate Mitchell, partner and cofounder at Scale Venture Partners, about the impact on private companies and their governance.developments.

Why good governance attracts investors

In a start-up climate that is becoming more attuned to company culture, many venture investors we work with say that a working knowledge of corporate governance for early-stage company founders is a critical factor for funding negotiations

Taking off the jobs act training wheels

Nearly 90 percent of U.S. companies that have gone public since the Jumpstart Our Business Startups (JOBS) Act was passed have taken advantage of the Act’s reduced disclosure provisions.

Exceptional private boards get the basics right

Without a regulator or stock exchange to impose oversight guidelines, private companies often “write their own rules” when it comes to governance.

Culture as a blindspot: transparency in the private company boardroom

For all its focus on the business and the marketplace, the board itself can be vulnerable to its own blind spot: boardroom culture.

Cyber risk areas of focus for the audit committee

What information is key to assessing whether management has its arms around cyber risk? Certainly, the audit committee needs to hear from a Chief Information Security Officer or Chief Information Officer who is knowledgeable and can help them see the big picture. But what should be the key areas of focus? While the answer will vary depending on the situation, we suggest four areas of focus.

Social media: A double-edged sword, to be handled with care

A social media governance framework can be used to address a range of internal and external risks.

Strengthening the boards global lens

From strategic growth opportunities and supply chain risks, to managing an extended global organization and ensuring regulatory compliance in far corners of the world, the challenges of globalization increasingly call for international perspective on the board.

Is internal audit properly focused and fully utilized?

Internal audit is no longer limited to financial reporting and compliance risks.

Investors get serious about ESG's link to long-term corporate performance

How a company manages environmental and social issues—and connects these activities with strategy—are important signals to investors of how well the company is run and its long-term financial sustainability.

Blockchain: Where the board should start

The potential impact of blockchain—on how business transactions and legal contracts are executed and recorded, IP/data protection and privacy, fraud prevention, voting, auditing, and more—is so fundamental and wide-reaching that observers and early adopters are comparing the current blockchain ecosystem to the early days of the Internet

A stakeholder-centric approach to private equity investment

Sunny Vanderbeck, a managing partner and co-founder of Dallas-based Satori Capital, is trying to prove that a stakeholder-centric approach to private equity investing can generate returns at or above market expectations.