Shows
Boardroom Governance with Evan EpsteinAmy Rojik (BDO Center for Corporate Governance): From Audit Quality to Governance Strategy(0:00) Intro(1:13) About the podcast sponsor: The American College of Governance Counsel(2:00) Start of interview(2:45) Amy's origin story(3:25) Her start in corporate governance(5:02) About the implosion of Arthur Andersen (she worked there from 1993 to 2002) (7:00) Her time at BDO USA for the past 21 years and founding the BDO Center for Corporate Governance(11:50) AI governance and board approaches to new technologies.(13:53) Technology savviness or literacy of directors. (15:32) Where does technology and AI fit in the board (full board v. committees) (17:53) Climate disclosures and...2025-04-1052 min
FEI PodcastWhat directors and management are planning for in 2025 with BDO’s Amy RojikWhat directors want and management needs to offer in 2025 with BDO’s Amy Rojik
Always at the top of mind of all financial executives is to understand what the board of directors are thinking and how to put those thoughts and priorities into action.
A new survey of directors conducted by BDO reveals that those priorities run the gamut from governance around AI to filling the management bench with the best and the brightest.
In this episode of the podcast we speak with Amy Rojik of BDO about their new Board Survey and ho...2024-11-0435 min
The Corporate Director PodcastInsights from What Directors Think 2024What’s at the top of the board agenda for 2024? In this episode of the Corporate Director Podcast, Melanie Nolen, Research Editor at Chief Executive Group and Amy Rojik, Managing Principal of Corporate Governance at BDO, delve into key findings from What Directors Think 2024, an annual survey of U.S. public company directors conducted by Corporate Board Member, Diligent Institute and BDO.2024-02-2132 min
BDO in the BoardroomWeighing Anticipated Tax Regulatory Impacts on Corporate Business StrategyJoin BDO's Center for Corporate Governance Amy Rojik as she and her colleague Todd Simmens, National Managing Partner of Tax Risk Management, to discuss how the board’s oversight of corporate strategy and risk management would be remiss without an understanding and consideration of evolving global and domestic tax regulations anticipated to significantly impact decision-making at the board level. Key Takeaways:Companies are advised to continue to remain abreast of legislative activity to inform on-going scenario planning, inclusive of the tax department and appropriate advisors. Tax implications need to be considered early on in contemplation of tr...2022-07-1123 minBDO in the BoardroomWhat May the SEC’s Proposed Cybersecurity Disclosure Rules Mean for Those in Governance Oversight Positions?Join BDO's Center for Corporate Governance Amy Rojik as she and her colleague Mike Stiglianese, who serves as the Managing Director in BDO Consulting’s Technology Advisory Services Practice, discuss the SEC’s recently proposed rules on cybersecurity risk management, strategy, governance and incident disclosure and the impacts and considerations these rules may have on those charged with governance. Key Takeaways:The SEC proposed cybersecurity disclosure rules are intended to formalize currently expected disclosures around aspects of cybersecurity that are useful to investorsThe board will be required to provide disclosure about the cyber expertise that exists with...2022-06-2326 minBDO in the BoardroomNavigating the Intersection of Tax and ESGJoin BDO's Center for Corporate Governance Amy Rojik as she and her colleague Dan Fuller, Managing Partner Tax ESG Strategy and Services Leader, discuss opportunities to align the board’s oversight of ESG strategy with taxation considerations to be truly impactful in corporate decisions-making in this evolving area. Key Takeaways:Where is the “T” in ESG? – Given that the majority of business transactions, including those involving ESG factors, have related tax impacts to consider, tax directors want to be included in the company’s evolving discussions around ESG and can be highly valuable to the board.For those...2022-06-0221 minBDO in the BoardroomCommunications as a Governance StrategyJoin BDO's Center for Corporate Governance Amy Rojik as she sits down with Amanda Shpiner, Managing Director at Gasthalter & Co. LP, to discuss considerations for board communications as part of an overall governance strategy in the face of numerous disruptions impacting the business. Key Takeaways:• Boards have the responsibility to continuously monitor vulnerabilities and hold management accountable to address these via strategy and consistent, transparent communications with stakeholders• Communication to stakeholders needs to be thoughtful and clear – don’t underestimate the power of the varied traditional and social media channels, engagement and stakeholder polling...2022-03-1530 minBDO in the Boardroom2022 Compensation Committee Planning PointsJoin BDO's Center for Corporate Governance Amy Rojik as she sits down with Jason Brooks, a Managing Director and BDO’s Compensation Consulting Practice Leader, to highlight key planning considerations for compensation committee directors as we rapidly approach the end of 2021 and enter 2022.Key Takeaways:Compensation committees are encouraged to take a current inventory of company needs in relation to their unique risk and opportunity factors as well as in relation to their competitors. There are further challenges to take charge of the company’s narrative in its public disclosure considerations. Historic focus on executives is no l...2022-01-0625 minBDO in the BoardroomAudit Committee Proxy Disclosures –Vital to Investor ProtectionJoin BDO's Center for Corporate Governance Amy Rojik as she sits down with Vanessa Teitelbaum, Senior Director of Professional Practice at the Center for Audit Quality (CAQ), to discuss the critical role audit committees play in the integrity of capital markets and how transparent disclosures about their oversight practices can provide significant value in the protection of investors.Key TakeawaysRobust proxy disclosures represent an opportunity for the audit committee to make clear to investors how the audit committee conducts its oversight responsibilities to promote audit qualityMost significant noted proxy disclosure increases in 2021 relate to the...2021-12-0227 minBDO in the BoardroomShareholder Activism: Setting the Stage for Proactive DefenseJoin BDO's Center for Corporate Governance Amy Rojik as she sits down with Patrick Gadson, Partner –Shareholder Activism and Mergers and Acquisitions at Vinson & Elkins, to discuss defense strategies for boards and management teams to consider when challenged by activist shareholders. Key Takeaways:Boards of companies (all sizes) that are underperforming need to truly understand BOTH economic weaknesses in addition to other elements for improvement (e.g., ESG) that activists can use to promote their agendaTo engage effectively with activists truly requires boards active in knowing and developing relationships with their shareholder baseWhen put into an ac...2021-09-0227 minBDO in the BoardroomThe Corporate Culture Imperative Through A Leadership LensJoin BDO's Center for Corporate Governance Amy Rojik as she sits down with Cathy Moy, BDO Chief People Officer, to discuss company culture as a business imperative and the reasoning why culture must be center stage for boards as companies reposition their businesses and focus on growth in 2021 and beyond. From Cathy’s unique vantage point, she has seen firsthand how a company’s investment in its people positively impacts its bottom line – and long-term sustainability. Key Takeaways:Today, corporate culture is no longer a nice-to-have – it is a key driver of business and competitive advantage that mus...2021-08-1721 minBDO in the BoardroomToday’s Compensation Committee: Impacts, Trends and Informed Decision-MakingJoin BDO's Center for Corporate Governance Amy Rojik as she sits down with Melissa Means, Managing Director at Pearl Meyer, to talk about how today’s board directors are navigating critical compensation questions for leaders as companies emerge from COVID and face increasing attention and scrutiny related to both financial and nonfinancial strategic decision-making and performance impacts to their business. Key Takeaways:Notable trends relative to ESG impacting the compensation committee include (1) expanding compensation charters to focus on HCM, DEI and other “S” issues and (2) considering whether and how to incorporate related metric(s) in either short...2021-07-1429 min
BDO in the BoardroomWhere to Aim Your Arrow – Identifying Your Fit with a Start Up BoardJoin 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...2021-06-2919 minBDO in the BoardroomRiding Out the SPAC/DE-SPAC Wave – What Directors Need to KnowJoin 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...2021-06-1718 minBDO in the BoardroomBoard Refreshment ProcessJoin 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...2021-06-0216 minBDO in the BoardroomThe Proliferation of Voluntary Disclosure – How Is Your Board Responding?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 with...2021-05-1020 minBDO in the BoardroomData Governance in the Digital Transformation AgeJoin 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 fi...2021-04-2625 minBDO in the BoardroomExcerpts from What's on the Minds of Boards Ahead of Shareholder Meetings with Courteney KeatingeJoin 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 modi...2021-04-1314 minBDO in the BoardroomExcerpts from What's on the Minds of Boards Ahead of Shareholder Meetings with Ryan HourihanJoin 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...2021-04-1316 minBDO in the BoardroomExcerpts from What's on the Minds of Boards Ahead of Shareholder Meetings with Tom ConaghanJoin 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...2021-04-1325 minBDO in the BoardroomGiving Voice to Values in the BoardroomJoin 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 do...2021-03-1827 minBDO in the BoardroomBoard Dialogue and Action Around ESGJoin 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...2021-02-1853 minBDO in the BoardroomCorporate Tax Reform: What May Be Forthcoming from the Biden AdministrationJoin 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 s...2021-02-0317 minBDO in the BoardroomContinuing to Build Trust Via Audit QualityJoin 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...2021-01-2122 minBDO in the BoardroomThe Board’s Engagement in 10A InvestigationsJoin 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 pr...2021-01-0622 minBDO in the BoardroomTurning the Board’s Focus to the “S” in ESGJoin 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...2020-12-1831 minBDO in the BoardroomDiversity in Action – Making DE&I Initiatives SuccessfulJoin 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 TakeawaysBoards 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 div...2020-12-0929 minBDO in the BoardroomHow Directors Can Apply the Consumer Lens to Improve Governance Oversight and Positively Impact StrategyJoin 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 TakeawaysTrends 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 t...2020-12-0321 minBDO in the BoardroomSPACS – Accounting and Reporting Considerations for Boards and Audit CommitteesJoin 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 TakeawaysDon’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 perspectiveUnderstand the process - Seek advice throughout the process as timelines can be very tight and there may be sig...2020-11-1222 minBDO in the BoardroomESG: A Catalyst for Strategic Boardroom ConversationsJoin 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...2020-10-2131 minBDO in the BoardroomThe Shift from Management to the BoardJoin 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...2020-10-1427 minBDO in the BoardroomSmall-Cap Boards – What Directors Need to (and Likely Don’t) KnowJoin 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 or...2020-10-0730 minBDO in the BoardroomOvercoming Hurdles to Board ServiceJoin 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...2020-09-3023 minThe Corporate Director PodcastWhere Boards are Headed on ESG, Digital Transformation, Data Privacy and Diversity in 2020From competing and volatile priorities to changing stakeholder demands, board oversight responsibilities have reached new heights of complexity—and this is particularly true in today’s era of cultural shifts, geopolitical tensions, changing regulations, and unrelenting technology disruption. Each year for over a decade, assurance, tax, and financial advisory firm BDO has surveyed directors of public companies across market caps to get a feel for the landscape. What issues are keeping boards up at night? What changes are looming on the horizon? In this episode, Amy Rojik from BDO shares findings—and surprises—from the firm’s 2019 sur...2020-01-1546 min