BDO in the Boardroom

Join BDO's Amy Rojik as she and Tom Bradbury, Founder/CEO of Broad-Gauge, discuss culture within organizations – specifically how it is measured and what the board’s role is around culture. Key Takeaways • Culture is a team sport that requires the right data for the right stakeholder (including the Board). • Protecting culture is just as important as strengthening your culture. • There is a measurable ROI to culture. • A proxy for culture is measuring organization effectiveness. Resources: • Nominating & Governance Committee Priorities for 2024: Excelling in Board Leadership • CalPERS, Schroders Launch Framework Tying Human Capital Management and Value

Key Takeaways: Resources: Prepare Now: California Climate Laws Impact Thousands of BusinessesSustainability and ESG Regulations Are GrowingThe Greenhouse Gas Protocol: Measuring Scope 1, 2 and 3 EmissionsPreparing for the Proposed SEC Climate Disclosure RuleBDO Sustainability and ESG Services

Key Takeaways: Establishing a “safe” environment for AI isn’t just a protective stance, it is itself a strategy that accelerates innovation, builds trust, and ensures long-term success. In making the decisions to address entity- readiness to greenlight AI initiatives, boards’ due diligence includes:

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Boards need to work with management team to continue to identify and prioritize opportunities in automation to enhance all aspects of operations, product development and service delivery.

Key Takeaways: 1. Approaching embedding AI into a service delivery model requires: 2. Adoption and use of AI requires encouragement of curiosity and innovation tempered with a good understanding of the risk and challenges AI poses to current methods of obtaining and authenticating data. 3. Compliance with regulatory standards needs to factor into AI change management along with corporate culture, policies and procedures regarding the use of AI. 4. Auditors are currently embracing AI in measured approaches – e.g.:

Key Takeaways: Board members should be asking auditors about automation use cases and recommendations for improvements to apply to their own financial accounting, reporting and controls areas.

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Key Takeaways: - Creation of an environment to embrace and enable change – first speak about what will remain the same and season in what the change will be. - Recognition that incumbency is NOT powerful (i.e., faulty assumption that formulas in the past will work in the future) - Innovate by embracing what is evolving – e.g., technology Resources: BOOM! Deciphering Innovation: How Disruption Drives Companies to Transform or DieBDO ESG Center of Excellence

Key Takeaways: - Board directors should be asking corporate management the following: - Does the company have a data governance program? - Is the data governance program working? How do you know? - What assistance does the data governance program need from the board? Resources: Data Privacy and Governance Checklist for the Board

Key Takeaways: The basic tenants of succession planning require continuous focus and consensus and can provide an outline for preparation and vigilance. These include: Boards should build in process and policy around board refreshment. Board composition should be built for purpose - Consider directors with multiple skills and experiences so there is overlap existing in the boardroom. Succession doesn’t end with appointment – it further requires a robust onboarding system for the new director. Expanding the board to accommodate new board members before the departure of a retiring director can efficiently provide transfer of institutional knowledge and avoid “reinventing the wheel.” A board member with shareholder engagement skills and investor understanding that can help management articulate their story is the best defense against activists. Resources: “What ‘Succession’ Gets Right (and Wrong) About Business Continuity Planning [Spoilers]Think Like an Activist

Key Takeaways: Funding for the CHIPS Act has been signed into law. This act provides tremendous opportunities for semiconductor industry organizations to expand production in the U.S. and additionally, provides many other benefits to the economy. This podcast discusses: Resources: The CHIPS Act Has Passed: Now What?What Semiconductor Organizations Need to Know about the CHIPS For America ActSemiconductor Industry Association

Key Takeaways: Suppliers have become an integral part of a company’s ESG performance against targets and laws, and therefore have an outsized impact on operational and financial performance Boards should set clear expectations for including supply chain risk within Enterprise Risk Management and require detailed management action plans to address and mitigate risks as well as identify opportunities. Good questions to ask include: Resources: Supply Chain Disruption isn’t Going Anywhere Three Key Supply Chain Management Questions for 2023 Ahead of Time Supply Chain Model eBook U.S. Senate Committee Expands Alleged Forced Labor Probe Involving Major Automakers to Suppliers.

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Key Takeaways: Resources: OCED Releases Additional Pillar Two Guidance

Key Takeaways and Tax Planning Points: Resources:

Key Takeaways: Resources: Becoming an Exceptional Board Director Candidate Education & Certification CourseAcross the Board: The Modern Architecture Behind an Effective Board of Directors

Key Takeaways: Resources: SEC Proposes Rules to Enhance and Standardize Climate-Related Disclosures for InvestorsThe Enhancement and Standardization of Climate-Related Disclosures for Investors – SEC Comment Letter

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