KPMG’s suggested topics for the board’s 2024 agenda are accompanied by the firm’s observations, insights, and recommendations based on its benchmarking surveys and engagement with boards and management. The suggested considerations relative to the board’s reevaluation of its committee structure and risk oversight responsibilities and development of a policy or parameters for the CEO speaking out on social and political issues are particularly noteworthy.
KPMG also released key committee publications. The firm’s “On the 2024 audit committee agenda” highlights eight topics for audit committee consideration in 2024, including traditional and emerging areas of oversight, as well as bigger picture issues such as the finance organization pipeline, leveraging internal audit, and corporate culture indicators and oversight. Its “On the 2024 nom/gov committee agenda” highlights seven topics for nom/gov committee consideration in 2024, including traditional and emerging areas of oversight such as board committee structure and workload, board composition, and director effectiveness and education. And, in addition to relevant recent and forthcoming regulatory developments and other discrete topics, KPMG’s “On the 2024 compensation committee agenda” homes in on the trending topics of the HCM oversight and E&S pay metrics.
Debevoise & Plimpton’s “Public Company Planning: 2024 Executive Compensation To-Do List” suggests action items for public companies in relation to recent SEC rulemaking and enforcement and investor and proxy advisor scrutiny, including—among other things—reviewing the use of incentive plan non-GAAP measures and the rigor of financial performance and ESG-related metrics and goals; reviewing perks and related disclosure; revisiting option grant timing policies and procedures; ensuring compensation plans and programs are aligned with the company’s SEC-compliant clawback policy and that the policy is operable in practice; and reviewing separation and other employment agreements for compliance with the SEC’s interpretation of whistleblower protection Rule 21F-17(a).
PwC’s “Approaching the 2023 year-end financial reporting season” homes in on key financial reporting considerations associated with the geopolitical and economic environment, tax considerations, SEC comment letter trends, imminent sustainability reporting mandates, proxy disclosure trends, and other pertinent developments—each accompanied by links to relevant additional resources and a series of targeted questions designed to facilitate the audit committee's review and discussion with the board and management.
This post first appeared in the weekly Society Alert!