Key Takeaways: As with any insurance, directors and officers need to have a clear understanding of the purpose of D&O insurance and what it is designed to cover and what is not included – e.g., deliberate fraud, criminal acts, and uninsurable fines and penalties as well as other exclusions or limitations including thresholds for triggering coverage. The velocity, volatility, and interconnectedness of risk evolves over time even though D&O policies are typically written for one year terms...
Nov 30, 2022•32 min•Season 1Ep. 57
Key Takeaways: Shareholder proposal trends to anticipate continuing into 2023: Increasing shareholder proposals – made easier by prior years’ SEC regulations allowing more access for shareholders Certain commitments made by companies in previous periods (e.g., racial equity audits, DEI and other social aspects) likely to be scrutinized by shareholders, reflective of societal concerns Individual directors expected to be held accountable on a variety of issues (e.g., lack of movement on commitment...
Nov 22, 2022•32 min•Season 1Ep. 56
Key Takeaways: Data protection, which encompasses data governance, data privacy and cybersecurity, should be considered as part of the board’s oversight of risk and strategy The board’s responsibilities related to data protection include identifying director(s) or advisor(s) with the appropriate skills and experience, stating explicit accountability within the board, keeping management accountable and ensuring compliance with laws and regulations. Board best practices in their oversight of data ...
Nov 03, 2022•27 min•Season 1Ep. 55
Key Takeaways Flexibility is dynamic way of operating business across workplaces, spaces and time with strategic coordinated intention to achieve high levels of performance and engagement. Lead with the what (not the where): Flexibility is about organizing around the work itself and how, when and where it happens best, no longer around the workplace. Boards and management teams, who have already instilled strong core values and a culture of innovation, experience fewer challenges in executing fl...
Sep 22, 2022•26 min•Season 1Ep. 55
Key Takeaways: Each change to a business represents new strategic opportunities, but those changes also present new potential risk of and to the corporate strategy. Boards need to understand how the executive team approaches risk informed decision making to assess effectiveness. Streamlining and optimizing risk management require proper structure, process, and timing of risk assessment and mitigation activities and programs (e.g., insurance, internal audit, product recall, business continuity, c...
Aug 25, 2022•37 min•Season 1Ep. 54
Key Takeaways: Audit committees can ensure smooth ICFR implementation by encouraging early planning, helping secure adequate resources, being familiar with management’s process to identify risks and management’s processes and controls in place to manage those risks. Boards should be particularly focused on controls addressing areas of the business that are inherently higher risk. IT systems are critical and thorough evaluations of the IT environment and the IT general controls should be done ear...
Aug 10, 2022•17 min•Season 1Ep. 53
Key Takeaways: Today’s organizations are being called to contribute positively as part of the greater ecosystem, which is compelling directors to embrace the role of change catalysts and “intraprenuers.” People, as our greatest assets, need board directors to oversee the creation of work environments that value employees to allow them to ‘bring their whole selves to work.” Assembling a board composition strategy today needs to begin with a robust review of the skills matrix to ensure attributes ...
Jul 20, 2022•34 min•Season 1Ep. 50
Join BDO's Center for Corporate Governance Amy Rojik as she and her colleague Todd Simmens , National Managing Partner of Tax Risk Management, to discuss how the board’s oversight of corporate strategy and risk management would be remiss without an understanding and consideration of evolving global and domestic tax regulations anticipated to significantly impact decision-making at the board level. Key Takeaways: Companies are advised to continue to remain abreast of legislative activity to infor...
Jul 11, 2022•23 min•Season 1Ep. 51
Join BDO's Center for Corporate Governance Amy Rojik as she and her colleague Mike Stiglianese , who serves as the Managing Director in BDO Consulting’s Technology Advisory Services Practice, discuss the SEC’s recently proposed rules on cybersecurity risk management, strategy, governance and incident disclosure and the impacts and considerations these rules may have on those charged with governance. Key Takeaways: The SEC proposed cybersecurity disclosure rules are intended to formalize currentl...
Jun 23, 2022•26 min•Season 1Ep. 49
Join BDO's Center for Corporate Governance Amy Rojik as she and her colleague Dan Fuller , Managing Partner Tax ESG Strategy and Services Leader, discuss opportunities to align the board’s oversight of ESG strategy with taxation considerations to be truly impactful in corporate decisions-making in this evolving area. Key Takeaways: Where is the “T” in ESG? – Given that the majority of business transactions, including those involving ESG factors, have related tax impacts to consider, tax director...
Jun 02, 2022•22 min•Season 1Ep. 48
Join BDO’s Hitesh Shah, leader of our San Jose Board Roundtable series, in discussion with Raj Sisodia , Co-founder of Conscious Capitalism movement, as they discuss the importance of the board’s role in supporting conscious leadership and building a conscious business. Key Takeaways: The board’s role is critical in helping management define the purpose of the company to build and support a conscious organization – without it, C-suite efforts are likely to fail. Under the traditional business pa...
May 26, 2022•39 min•Season 1Ep. 47
Join BDO’s Hitesh Shah, leader of our San Jose Board Roundtable series, in discussion with Raj Sisodia , Co-founder of the Conscious Capitalism movement, as he introduces the concept of Conscious Capitalism and the potential impacts of embracing the movement in your organization. Key Takeaways: Conscious Capitalism is a philosophy based on the belief that a better form of capitalism is emerging that holds the potential for enhancing corporate performance while simultaneously advancing quality of...
May 26, 2022•33 min•Season 1Ep. 46
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Amanda Shpiner , Managing Director at Gasthalter & Co. LP, to discuss considerations for board communications as part of an overall governance strategy in the face of numerous disruptions impacting the business. Key Takeaways: • Boards have the responsibility to continuously monitor vulnerabilities and hold management accountable to address these via strategy and consistent, transparent communications with stakeholder...
Mar 15, 2022•31 min•Season 1Ep. 45
Key Takeaways: • Sustainability is the “maturing” of ESG factors crossing over from government regulation to voluntary corporate reporting to becoming commonplace within organizations. • Sustainability has moved across the threshold into mainstream global commerce as investors understand that issues of sustainability have financial implications and dictate risks/opportunities that companies have from a business point of view. • Companies need to truly understand their shareholder base and be int...
Mar 03, 2022•41 min•Season 1Ep. 44
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Jason Brooks , a Managing Director and BDO’s Compensation Consulting Practice Leader, to highlight key planning considerations for compensation committee directors as we rapidly approach the end of 2021 and enter 2022. Key Takeaways: Compensation committees are encouraged to take a current inventory of company needs in relation to their unique risk and opportunity factors as well as in relation to their competitors. There...
Jan 06, 2022•26 min•Season 1Ep. 43
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Vanessa Teitelbaum , Senior Director of Professional Practice at the Center for Audit Quality (CAQ), to discuss the critical role audit committees play in the integrity of capital markets and how transparent disclosures about their oversight practices can provide significant value in the protection of investors. Key Takeaways Robust proxy disclosures represent an opportunity for the audit committee to make clear to invest...
Dec 02, 2021•28 min•Season 1Ep. 42
Join BDO Tax Partner and Tax Risk Services National Leader Michael Williams as he sits down with James Egert , BDO in the U.K. partner and leader of its Tax Assurance and Risk Management practice, to discuss managing tax risk and why this topic is increasingly appearing on board agendas. James’ perspective from the more legislatively regulated U.K. helps inform what makes managing tax risk important for U.S-based companies. Key Takeaways: Board members and stakeholders are focused on tax risk in...
Nov 05, 2021•27 min•Season 1Ep. 41
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Patrick Gadson , Partner –Shareholder Activism and Mergers and Acquisitions at Vinson & Elkins, to discuss defense strategies for boards and management teams to consider when challenged by activist shareholders. Key Takeaways: Boards of companies (all sizes) that are underperforming need to truly understand BOTH economic weaknesses in addition to other elements for improvement (e.g., ESG) that activists can use to pro...
Sep 02, 2021•28 min•Season 1Ep. 40
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Cathy Moy , BDO Chief People Officer, to discuss company culture as a business imperative and the reasoning why culture must be center stage for boards as companies reposition their businesses and focus on growth in 2021 and beyond. From Cathy’s unique vantage point, she has seen firsthand how a company’s investment in its people positively impacts its bottom line – and long-term sustainability. Key Takeaways: Today, corp...
Aug 17, 2021•21 min•Season 1Ep. 39
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Melissa Means , Managing Director at Pearl Meyer, to talk about how today’s board directors are navigating critical compensation questions for leaders as companies emerge from COVID and face increasing attention and scrutiny related to both financial and nonfinancial strategic decision-making and performance impacts to their business. Key Takeaways: Notable trends relative to ESG impacting the compensation committee inclu...
Jul 14, 2021•29 min•Season 1Ep. 38
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Sarah Feingold , Co-Founder of The Fourth Floor to discuss corporate governance considerations in the start-up world and what has driven her passion for helping connect diverse individuals to the boardroom. Key Takeaways: Never too early for good governance: Can be the “rocket fuel” for a company’s trajectory A diverse board is a powerful board and skillset needs continue to evolve in the boardroom to help companies build...
Jun 29, 2021•20 min•Season 1Ep. 37
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Demetrios Frangiskatos , Assurance Northeast Regional Managing Partner, to discuss the frenzy of SPAC and resulting De-SPAC transactions and in particular, considerations that board members should be thinking about if thinking of or selected to be affiliated with the acquirors or acquirees. Key Takeaways: Good governance at the board level enacted at the outset of the SPAC transaction process is becoming an important diff...
Jun 17, 2021•19 min•Season 1Ep. 36
Join Amy Rojik, director of BDO’s Center for Governance as she shares some timely considerations for directors to consider with respect to board composition refreshment strategies. Key Takeaways Board composition, succession and refreshment planning should be treated as a priority and normal part of oversight responsibilities Refreshment is underscored by having board members recognize that board appointments are not life tenancies and a director’s usefulness should be viewed from the stakeholde...
Jun 02, 2021•17 min•Season 1Ep. 35
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Yelena Barychev, Corporate Governance and Securities Compliance attorney, to discuss the proliferation of voluntary disclosures being produced by public companies, the increasing attention by regulators and considerations for how boards are to respond in the best interests of their stakeholders. Key Takeaways Voluntary disclosures generally fall into two buckets: (1) suggested directional principles-based disclosure – e.g...
May 10, 2021•20 min•Season 1Ep. 34
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Karen Schuler, BDO Principal and Leader within our Governance Risk and Compliance group, to discuss how boards’ oversight of data governance within their organizations is changing to meet the opportunities and risk in the rapidly evolving digital space in which organizations are conducting their business. Key Takeaways Boards need to understand how their organization balances the value data provides with the risk assumed ...
Apr 26, 2021•25 min•Season 1Ep. 33
Join BDO's Center for Corporate Governance Amy Rojik and Tom Conaghan, a partner and the Co-Head of McDermott Will & Emory’s Capital Markets and Public Companies Group, as they highlight several key considerations for upcoming shareholder meetings for directors and management teams from the perspectives of institutional investors and regulators. Key Takeaways Institutional investors and regulators are placing significant emphasis on the following areas: Engagement with shareholders should be...
Apr 13, 2021•25 min•Season 1Ep. 32
Join BDO's Center for Corporate Governance Amy Rojik and Courteney Keatinge, Senior Director of Glass Lewis’ Environmental Social Governance (ESG) Research, as they highlight several significant considerations from a proxy advisor’s perspective for boards and management teams to think about ahead of 2021 annual shareholder meetings. Key Takeaways Anticipate shareholder meeting agendas to be extensive in 2021 Some of the key areas proxy advisors are keenly interested in: Virtual only shareholder ...
Apr 13, 2021•15 min•Season 1Ep. 30
Join BDO's Center for Corporate Governance Amy Rojik and Ryan Hourihan, a principal and certified executive compensation professional at Pearl Meyer, as they highlight several key considerations for directors and management teams as they factor in compensation strategies and performance plans in the upcoming cycle and respond to shareholder questions during annual meetings. Key Takeaways Increased discretion exercised by companies around the unplanned impact of COVID-19 as reflected in changes t...
Apr 13, 2021•16 min•Season 1Ep. 31
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Cynthia Clark, Executive Director of the Harold S. Geneen Institute of Governance and independent board member, to discuss how the ability to voice values can change behavior and drive better decision-making in the boardroom. Key Takeaways The majority of board members know what is right when faced with an ethical challenge in the boardroom – Board members need to give a voice to values The ability to identify what is at ...
Mar 18, 2021•27 min•Season 1Ep. 29
Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Board of Director Gloria Cordes Larson, to share thoughts on top of mind discussion points for boards on their companies activities around environmental social governance (ESG). Key Takeaways Recent events continue to drive significant focus, particularly on the social impacts and risks representing the “S” in ESG ESG is more than a reflection of company values; rather at its core, addressing ESG issues is a key component...
Feb 18, 2021•53 min•Season 1Ep. 28
