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 Takeaways

• The 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.

To put a damper on hacker activities as we all continue to get comfortable in working remotely, some common sense advice from seasoned tech executive and public company board member Nora Denzel to help protect you, your colleagues and your company’s reputation when accessing and sharing sensitive information.

• Re-boot your routers regularly

• Question which email you use

• Turn off listening and camera devices

• Always use a VPN

• Choose to use virtual or generic backgrounds for online meetings

Join BDO's Center for Corporate Governance Amy Rojik as she discusses why and how boards are turning their focus to the “S” in ESG with Nora Denzel, a seasoned Silicon Valley technology executive and dynamic public company board of director at AMD, Ericsson, NortonLifeLock and SUSE Linux.

Key Takeaways

• “S” is not just about shareholders – it is about the health and well-being of all of your stakeholders: employees, suppliers, customers, and communities your serve

• “S” is in an “early” market phase – First step is to turn inward and perform “bottoms up” (e.g. pulse surveys, open door policies, view your health/benefits offerings) and “top down” (e.g., select the material issues to your company, particularly your talent pool)

• Select your framework in identifying relevant ESG issues to your company and perform a materiality analysis of the impact of these issues aligned your company strategy

• Ensure you are developing your ESG information via a stakeholder lens that has the same rigor, processes, inspection and metrics that other important corporate initiatives do

• Communications – How and Who and When

• Internally – Determine how might dashboards need to change; how might committee charters need to change; understand tone at top, mood in middle and buzz at bottom

• Externally – Ensure your CSR plans have built-in continuum of accountability

• Boards have an opportunity to take a deeper dive into company data and identify trends and areas for improvement

• Focusing on the “S” can be a path not only to strengthen overall value creation but to also protect against reputational damage

• Start small and be cohesive: Tell a “single” story – integrate your reporting based on strategy and the identified critical success factors and how these are managed

Join BDO's Center for Corporate Governance Amy Rojik as she sits down with Trish Oelrich, seasoned independent board member, to discuss how boards are helping make corporate initiatives focused around diversity, equity & inclusion successful and how board self-assessments and refreshment efforts are further lending both support to DE&I and providing broader protections for the company. 

Key Takeaways

• Boards need to be focused on diversity with specific actions of intentionality not only to create a diverse environment, but also to ensure diverse candidates are successful.

• Now is the time to audit the company and board’s diversity practices to ensure they will produce the results intended.

• Ensure the Board and company’s actions align with what you are reporting to the public, misalignment may result in derivative lawsuits against the board.

Join BDO's Center for Corporate Governance Amy Rojik as she discusses transformative impacts on corporate governance within the consumer products and retail industries with Anddria Clack-Rogers Varnado, Vice President, Head of Strategy & Business Development for Macy’s and Board of Director for Umpqua Bank (NASDAQ: UMPQ).

Key Takeaways

Trends for retail and consumer products industries are currently focused on:

• Personalization of service – Getting beyond marketing saturation and offering an augmented reality/virtual styling that gets at “what is right for you (the customer) and how do I get it to you faster”

• Incorporating sustainability in end to end board discussions – e.g., From how sourcing products (e.g., from inventory waste in production to customer product disposal and “re-commerce” options)

• Ecommerce and data privacy concerns – personalization and targeting customer information leading to more frequent risk management conversations in the boardroom

• Leadership and talent development reflective of stakeholder groups - Does your board and management team adequately represent perspectives of your employees, your shareholders, your customers, etc.?

Evolution of governance - Questions directors should be asking:

• Has the longevity or tenure of board members limited perspective/response in keeping up with trends in rapidly evolving industries?

• What new skills sets may be needed now that were not needed previously?

• How can the board agenda be re-shaped to determine relevance and frequency of discussion cadence?

• How can the board introduce/rotate voices in the board room to bring in new viewpoints?

• How can we learn from COVID-19 to ensure that management incorporates elements of scenario planning and broadening the “playbook” in strategic planning?

Resources

60-Second Retail - A BDO Podcast Series: https://www.bdo.com/insights/industries/retail-consumer-products/60-second-retail-podcast-series

Join BDO's Center for Corporate Governance Amy Rojik and Paula Hamric and Meghan Depp of BDO’s National SEC Practice office as they discuss the financial reporting and accounting considerations that audit committees and boards need to understand when contemplating special purpose acquisition company (SPAC) transactions.

Key Takeaways

• Don’t underestimate impact considerations – both on the front end in understanding accounting treatment and reporting obligations of the transactions but what may come next from a public company filing perspective

• Understand the process - Seek advice throughout the process as timelines can be very tight and there may be significant determinations, consultations and information that will need to be provided for the transaction to be approved

• Ensure management has the ability to provide audited financial information that may be needed at each juncture of the transaction and post-transaction internal control documentation that will be expected

• Structure the entity for success as public company - Accounting and reporting are just one aspect

Additional Resources:

BDO Knows SPACs Series available on www.bdo.com and listed in the Podcast write up that covers:

• BDO Knows SPACs Part 1: Special Purpose Acquisition Companies as an Express Path to IPO

• BDO Knows SPACs Part 2: Accounting Considerations for SPAC Sponsors

• BDO Knows SPACs Part 3: Accounting Considerations for Target Companies of Special Purpose Acquisition Companies

BDO’s Accounting & Reporting Advisory Services team lead by Mike Stevenson

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 Takeaways

• Best approaches to ESG are: strategic, holistic AND human

• ESG 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 importance

• ESG 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 chain

Don’t let the tail wag the dog:

• ESG can be a catalyst for innovation and re-alignment of business strategy

• The board needs to set the tone that it’s not simply about disclosure and risk mitigation but balanced with opportunity

• ESG 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 Takeaways

• Gaining 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 board

• Board members need to be able to question and push back but do so thoughtfully and respectfully to build a workable comradery

• Recognize that executive sessions are opportunities not just to critique but to identify what additional resources the boards might be able to provide

• Don’t be afraid to reach out and seek the advice/guidance/opinions of your fellow directors

• Ask 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 Takeaways

• Governance is not a one-size fits all approach, education for directors shouldn’t be either

• Board 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 terms

• Encouraging 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 strategy

• For 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 Takeaways

• Networking 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 ones

• Know 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 service

• Set 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