Relevant Topics

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

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

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.

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

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

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

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.

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.

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

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.

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

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

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.

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.

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.

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.

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

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

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

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.

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

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

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

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

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.

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.

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

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

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

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

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.

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.

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

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

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.

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

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.

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.

The July 2018 edition of Directors Quarterly.

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

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

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.

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

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.”

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?

The April 2018 edition of our quarterly publication for corporate directors.

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

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

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

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.

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.

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.

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

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.

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

In this edition of Directors Quarterly, we highlight the key considerations for boards helping to guide their companies forward in the year ahead.

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

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.

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?

Board agendas should continue to evolve in 2018 as the game-changing implications of technology/digital innovation, scrutiny of corporate culture and leadership.

Drawing on insights from our work and interactions with directors and business leaders over the past 12 months, we’ve highlighted six items for boards consider in their 2018 agendas—on the critical challenges at-hand and on the road ahead.

Focused, yet flexible agendas—exercising judgment about what does and does not belong on the committee’s agenda, and when to take deep dives—will be critical

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

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?

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.

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.

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.

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?

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.

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

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.

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

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.

This edition of Directors Quarterly includes highlights from our Spring Roundtable series on the board’s role in oversight of culture, highlights from our recent CEO survey, and a financial reporting and auditing update, as well as thoughts on dual-class shares and decision-making in the boardroom.

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.

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

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.

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

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.

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.

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

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.

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

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.

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

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

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.

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

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.

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

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

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

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.

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.

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

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.

Highlights from our annual conference, taking a fresh look at climate risk and diversity, blockchain technology from a board perspective, and recent financial reporting and auditing developments.

The KPMG Board Leadership Center’s Dennis Whalen discusses board and governance trends with Thomson Reuters Sustainability.