BDO in the Boardroom

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 trajectoryA diverse board is a powerful board and skillset needs continue to evolve in the boardroom to help companies build, broaden their network and scale the businessBoards are NOT one-size fits all: As a prospective board member, “aim your arrow” – align your own subject matter expertise and experience with a network and a focus on specific companies that will benefit from your knowledge and add to your personal growthValue: Start-up opportunities can be incredible learning opportunities, may lead to equity, expanded networking, and a path to additional board/career roles

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 differentiatorSpeed of an operating company becoming a public filer accelerates the need for public company experience in both the management team and the boardIntegration of the target company requires directors to have a strong understanding of technology, financial and operating systems, internal controls, regulatory filing requirements, accounting and financing complexities, and overall fiduciary governance responsibilitiesCritical to have a solid understanding of current deal terms, regardless of what side of the transaction you may be

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 TakeawaysBoard composition, succession and refreshment planning should be treated as a priority and normal part of oversight responsibilitiesRefreshment is underscored by having board members recognize that board appointments are not life tenancies and a director’s usefulness should be viewed from the stakeholder lens…ALWAYSA good strategy provides for regular and intentional use of skills matrices that align board composition with both current and future strategic needs of the business and allows for periodic adjustments as the business evolvesClear expectations should be outlined for directors about tenure, capacity, and participationA refreshment strategy should include a longer-term, multi-year view that anticipates departures, leadership changes, illness, and tragedies that can strike and hit companies unawareDirector candidates should be continually considered through the lens of prioritized skills and attributes that allows for the development of a sustainable talent pipeline for future

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 TakeawaysVoluntary disclosures generally fall into two buckets: (1) suggested directional principles-based disclosure – e.g. from the SEC; and (2) company and broadening stakeholder expectation-driven voluntary disclosure – e.g. investors, proxy advisory voting policies, rating agencies, consumers, employees, lenders, etc.Disclosures of 10-K narratives within MD&A and proxy statements are beginning to reflect more expansive voluntary disclosures inclusive of direct messaging on societal issues from the company and its leaders.Voluntary disclosure may be viewed as an opportunity to share where the company may be headed strategically but need to be mindful of once something is disclosed, there is an expectation for consistency in continuing to provide information going forward – good or bad…Controls and procedures are extremely important considerations for the board and its committees, particularly when considering providing non-prescriptive disclosures or in non-traditional areas where reporting practices continue to evolve.

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 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 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 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