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 TakeawaysBoards need to understand how their organization balances the value data provides with the risk assumed to protect itCompliance with data regulations at the local, state, federal and global levels are increasing in complexityData governance is finding its way into the “ESG lens” as companies expand their disclosure landscape to address broadening demands of stakeholdersDigital shifts towards a single environment or “data fabric” connecting via a cloud-based platform helps organizations manage their business and maximize value of dataBoard members are challenged to ensure their organizations are making appropriate investments in digitization while managing rapidly evolving cyber threatsDirectors who thoughtfully embrace disruption within corporate strategy while placing equal value on enterprise risk management in safeguarding digital assets will be able to demonstrate due care in their oversight responsibilities.

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 TakeawaysAnticipate shareholder meeting agendas to be extensive in 2021Some of the key areas proxy advisors are keenly interested in:Virtual only shareholder meetings should ensure equitable participation and protection of shareholder rightsChanges in executive compensation in light of COVID-19, particularly on one-time grants or modifications to compensation to executives without justificationDisclosure around the extent of board oversight of Environmental and Social (E&S) issuesExpectation of expanded company and board diversity policy disclosuresResources:Access the full recording from the webinar – 2021 What's on The Minds of Boards Ahead of Shareholder Meetings

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 TakeawaysIncreased discretion exercised by companies around the unplanned impact of COVID-19 as reflected in changes to short-term incentive plan measures and goals continuing through 2021Shareholder optics and employee consistency/fairness should factor in heavily to board decisions in compensation strategiesBusiness needs may trump proxy advisory needs in setting compensation but the rationale needs to be well disclosedQuarterly or semi-annual goals are trending over annual performance period goals in the current environmentPerformance ranges may be broadened – on both the upside and downside – and relative measures among comparative groups may be preferredTime-based equity vehicles are getting more attentionShifts in business strategy likely require a company to realign incentive programsResources:Access the full recording from the webinar – 2021 What's on The Minds of Boards Ahead of Shareholder Meetings

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 TakeawaysInstitutional investors and regulators are placing significant emphasis on the following areas:Engagement with shareholders should be a critical component of proxy season strategyAnticipated increased activism and demands for disclosure – including racial inclusion and diversitySEC’s enhanced focus on climate change as well as human capital management initiatives and related disclosures that may have material financial impactsConsideration of the need for quantitative metrics included in SEC filings to be reliable, consistent and accurateImportance of remaining current on evolving legislation, listing exchange and regulatory rules, particularly around DE&I and other ESG issuesReminders to companies that non-GAAP measures and inappropriate use of executive “perks” remain on the radar for regulators’ enforcement activitiesResources:Access the full recording from the webinar – 2021 What's on The Minds of Boards Ahead of Shareholder Meetings

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 TakeawaysThe 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 valuesThe ability to identify what is at stake if those values are not exercised, what the rationalizations may be for not doing what is right and who might be your allies will help inform the path forward.Pre-scripting both your position and responses to various rationalizations/challenges and identifying the most important point to focus on in support of intended action can help strengthen director independence, competence and decision-making in the boardroom.Additional Resources:Cynthia’s newly released book Giving Voice to Values in the Boardroom is available.

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 TakeawaysRecent events continue to drive significant focus, particularly on the social impacts and risks representing the “S” in ESGESG is more than a reflection of company values; rather at its core, addressing ESG issues is a key component of a smart business strategy, adding to company resilience and growth potential in ways that ensure long-term value HOW: Whatever stage your board is at in considering ESG, some key questions in considering execution):Is the board focused on the right issues – apply the right materiality lens and take inventory of what you are already doing; leverage external rating information and engage with internal/external stakeholdersDoes the board have the appropriate skills and oversight processes for ESG - ESG may be an inflection point for board refreshment and be captured in chartersIs the company taking strategic or tactical, reactive approach to ESG – emerges as strategic if you look through a “risk and opportunity lens” focused on the long-termIs the company setting appropriate KPIs and aligning with compensation - tracking progress and demonstrating accountabilityHow is your company reporting ESG issues – don’t treat as a compliance activity; should be evolving as consistent, comparable, decision-useful

Join BDO's Center for Corporate Governance Amy Rojik as she discusses what may be in store for corporate tax reform under President Biden’s administration with Todd Simmens, one of BDO’s National Tax Partners.Key TakeawaysTalking points indicate President Biden is in favor of scaling back provisions put forth by the prior administrationKey corporate tax anticipated changes include:increasing the corporate tax rate from the current 21% up to 28%restoring the Alternative Minimum Tax to a rate of 15%increasing GILTI tax up to 21% (from current 10%-13%)The pandemic remains the priority, but we may expect to see procedurally certain tax provisions included within any additional stimulus legislation, akin to what was done with the enactment of the CARES ActTax reforms may be permanent or temporary: Reminder that some of the prior administration tax reforms were temporary and are set to expire in 2026Boards are encouraged to remain abreast of this area as part of their oversight of management’s corporate strategy, as tax considerations will undoubtedly have significant impacts in business decision-makingResources:BDO 2020 Tax Survey – stay tuned for the BDO 2021 Tax Survey - February 2021 releaseBDO Tax Resource Center

Join BDO's Center for Corporate Governance Amy Rojik as she discusses drivers of audit quality underlying high quality financial reporting that audit committees, management and users of financial statements can trust in with the leaders of BDO Assurance and Audit practices Christopher Tower and Phillip Austin.Key TakeawaysAudit committees are encouraged to understand how their auditors define audit quality and relevant audit quality indicators across a framework that considers people, process and technology to respond in real-time and achieve desired outcomesAudit committee engagement with auditors can be enhanced by:Asking for more time with auditorsTaking advantage of educational opportunities and timely insight guidanceEngaging in meaningful commentary on observations noted in the auditHaving proactive discussions around areas of significant audit focus, Critical Audit Matters and risk, including potential fraud or illegal actsUnderstanding how the auditor is engaged across the profession and with regulators and standard settersInquiring about the depth of support from centralized resources in the FirmRequesting candid observations about adequacy and quality of the accounting and finance functions within the clients’ organizationManagement and the audit committee can expect the future of audit will require:Auditors who are focused on greatest measurement and disclosure risks to the companyAuditors who are “current” and bring insights based on specialized expertise to bear based on your circumstancesPredictable audit work methods that aren’t disruptive of management operationsWe invite you to visit our current BDO Audit Quality Report – Continuing to Build Trust.

Join Terry Adamson as he chats with Robin Ferracone about the expanding role of compensation committees, including incorporating stakeholder measures into incentive plans, addressing diversity, equity, and inclusion (DEI), and adapting to the evolving workplace dynamics in 2021.

Join BDO's Center for Corporate Governance Amy Rojik as she discusses the challenges and considerations boards face in navigating a SEC 10A investigation with Seth Friedman, Partner with McDermott, Will & Emery and Christopher Tower, BDO’s National Assurance Managing Partner Audit Quality and Professional Practice.Key TakeawaysThe audit committee and the auditor have very clear, specific and time sensitive responsibilities when an illegal act is suspected.Company management and the audit committee should involve the auditor as early as possible when an illegal act is suspected.10A investigations tend to be incredibly dynamic, require iterative processes and often require independent experts to identify the full scope of the wrongdoing.Communications – timely and transparent – are necessary between the auditor and the audit committee and are expected by the SEC.Vigilance is strongly encouraged in the current environment where many organizations are experiencing rising economic and operational pressures and incentives to commit fraud are increasing.