BDO in the Boardroom

Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Lara Lee, Fortune 50 executive and now seasoned independent board member, to discuss how boards can reframe ESG by taking a strategic, holistic approach that moves beyond the obligations of disclosure and mitigation toward the opportunities of innovation and enhanced reputation. Lara is an expert in turning disruption, challenges, and emerging threats into sources of strategic repositioning and innovation.Key TakeawaysBest approaches to ESG are: strategic, holistic AND humanESG is not a check the box exercise but should be prioritized around elements that are both material (e.g., have significant business impact) and have strategic importanceESG is a lens to identify both risk and opportunity with a focus on long-term value creation and sustainable health of the business throughout the value chainDon’t let the tail wag the dog:ESG can be a catalyst for innovation and re-alignment of business strategyThe board needs to set the tone that it’s not simply about disclosure and risk mitigation but balanced with opportunityESG should not be an initiative in and of itself – it is a tool (not a strategy)Boards need to remain independently informed on the evolving ESG landscape

Join BDO's Center for Corporate Governance Amy Rojik as she discusses the significant transition senior management undergoes when leaving the C-suite and stepping into the boardroom with Cindy Fornelli, current board of director at TriplePoint Venture Growth BDC Corp (NYSE: TPVG) and former Executive Director of the Center for Audit Quality.Key TakeawaysGaining an understanding of the business is a must but as important is being able to exercise the attributes you were chosen for to enhance the boardBoard members need to be able to question and push back but do so thoughtfully and respectfully to build a workable comraderyRecognize that executive sessions are opportunities not just to critique but to identify what additional resources the boards might be able to provideDon’t be afraid to reach out and seek the advice/guidance/opinions of your fellow directorsAsk the questions if you don’t understand but make sure you actively listen to the answers

Join BDO's Center for Corporate Governance Amy Rojik as she discusses the ins and outs of small- cap corporate governance and the important role of the board with Adam Epstein, former institutional investor and founder of Third Creek Advisors, LLC.Key TakeawaysGovernance is not a one-size fits all approach, education for directors shouldn’t be eitherBoard members need to be as “expert” as possible in the industries they serve and learn cost-effective ways to understand the competitive landscape, this includes keeping current on growth financing termsEncouraging individual directors to accompany the CEO in meeting with the organization’s largest investors at least annually provides insight to be shared with the full for directors as to the effectiveness/direction of the corporate strategyFor aspiring small cap directors, do your homework - customize your board search and focus on the handful of small cap companies that align with your unique skillset and experience and focus your outreach to those who can directly aid you in engaging with those companies

Join BDO's Center for Corporate Governance Amy Rojik as sits down with Sheila Ronning, CEO and Founder of Women in the Boardroom to discuss thoughts on how to not only get more women to the boardroom but peel back and understand self-imposed hurdles that both men and women need to scale in order to get those covered director positions.Key TakeawaysNetworking is your way to the board – understand who is currently in your network and plan to spend time sincerely nurturing those relationships and establishing new onesKnow your value – prepare yourself for opportunities by being able to clearly articulate, quickly and concisely, what your value proposition is AND what it is you are looking for in board serviceSet goals and objectives and do your homework on the various types of board opportunities – assess your capacity, know what is expected of you as a board member and ensure opportunities you are pursuing align with your goals/objectives

Join BDO's Dan Newton in discussion with Nathan Goldman, Ph.D., assistant professor of accounting at North Carolina State University, and co-author of a recently released research study Board Risk Oversight and Corporate Tax-Planning Practices.Key Takeaways When board members get involved in understanding the tax strategy and tax risk of the company, corporate tax burdens go down Companies disclosure risk oversight practice typically have a more robust oversight process Research indicates that oversight really was focused on permanent book to tax differences more so than temporary differences so would encourage boards to be inquisitive as to both in practice Proactive tax planning oversight generally may result in companies having more favorable impacts on lower tax uncertainty reserves ERM Frameworks help companies identify their risk appetite and risk tolerance and such an exercise could and should extend to tax risks

Join BDO in discussion with GavinIsaacs, the Board of Directors of DraftKings, Inc. (DKNG) and Galaxy Gaming Limited (GLXZ).Key Takeaways The skill sets you need to be thinking about and the types of strengths you bring to a board committee. The pursuit of further education when you’re on a board. Diversity and the importance of it in the boardroom. The difference between board responsibilities in the 90s vs. now. How to join a board that fits your goals.

Join BDO in discussion with Yvonne Wassenaar, CEO of Puppet and Board of Director for Forrester (FORR) and Anaplan (PLAN).Key Takeaways Be crystal clear about the type of boards you want to serve and the value that you can bring to those individual boards Focus on both those in your network who can put you in front of boards you are seeking but also those who will serve as references for you When driving diversity, you can start in your own backyard by being very intentional in building board candidate slates that satisfy both diversity and skill needs When considering a board opportunity do your homework: “Be thoughtful, be picky, you are worth it”

Join BDO in discussion with Don Springer and Dennis Cagan, the Managing Directors for GovernX.Key TakeawaysBoards provide important checks and balances that can foster sound governance within an organizationBoards should be formed with the organization’s needs in mind in advance of significant transactionsBoard members can be thought of as affordable consultants and may provide first class advice and unbiased perspectives to management in helping meet strategic objectivesBoard assessments highlighting skills/experience gaps should inform board member selection and bring differing and fresh perspectivesHigh caliber board members can provide credibility and competitive advantages with stakeholders

Join BDO in discussion with Jessica Denecour, Board of Director for MobileIron (MOBL) and former Senior Vice President and Chief Information Officer for Varian Medical Systems.Key TakeawaysEngage in outreach and conversations to let people know you are looking and then listening to functionality that is expectedStudy up on areas you don’t have deep knowledge while also identifying what you bring from an operational perspectiveBe innovative and draw on your skillsets/unique attributesFacilitate diversity by first identifying what may be missing and then pulling together a diverse slate of candidatesReally prepare yourself – understand what boards are looking for and educate yourself to fulfill those roles

Join BDO in discussion with Erin Dwyer, Deputy Director & Stakeholder Liaison at Public Company Accounting Oversight Board (PCAOB).Key TakeawaysAudit committees continue to seek more education about the PCAOB inspection and reporting process and the PCAOB is continuing to provide more transparency and timely reporting in this area.Investors are becoming more focused on accounting and reporting as a governance issue and are highly interested in understanding audit committee oversight and there is an opportunity for audit committees to become more engaged in dialogues with investors.The PCAOB views engagement with investors on international activities, including understanding audit failures and specific country restrictions on PCAOB inspections that may impact audit quality, as an increasing area of importanceCritical Audit Matters (CAM) is an additional area that all three stakeholder groups are continuing to understand and form opinions on with regard to the value of the information CAM disclosures within the auditor’s opinion may providePCAOB is open to and welcomes engagement with audit committees, investors and preparers on a broad range of issues impacting audit qualityPCAOB Resources:PCAOB Audit Committee ResourcesPCAOB Investor ResourcesPCAOB Preparer ResourcesPCAOB Webinar for Audit Committees (July 2020 Replay)Conversations with Audit Committee Chairs: COVID-19 and the Audit