Mission Accomplished—and Continually Renewed

“Mission accomplished.” These
are two words any leader loves to hear, and yet as a nonprofit educational
association, NACD knows that our mission to educate directors is never completely
finished. It continues and it evolves over time. With every new era in our
growth, we refine what we mean by this purpose.

Shortly after I became CEO, we changed our mission statement to better reflect the value we deliver to our members. Accordingly, our mission statement reads: NACD elevates board performance by providing board members with practical insights through world-class education, leading-edge research, and an ever-growing network of directors.

we had any doubts about the power of our newly clarified calling, our
membership numbers allayed them. In December 2018, our membership numbers
passed the 20,000 mark, mainly as the result of more full boards joining us.  

Our members rely on us for the
education, research, and networking they need to accomplish their work in an
ever-changing environment. At the same time, we rely on them—especially through
our nationwide chapter system—to inform us of their key concerns and insights.
Through this circle of knowledge, we advance the director profession.

One opportunity to get a glimpse into the concerns of our members is our annual survey of public company directors. For example, this year’s 2018–2019 NACD Public Company Governance Survey reveals that 82 percent of its more than 500 respondents report that disruptive risks are “much or moderately more important” than they were just five years ago. And most are “concerned” or “very concerned” about intensifying global trade conflicts (67%) and domestic political volatility (51%).

In the same survey, a large majority of directors, some 7 in 10 (68%),
expressed the belief that the members of their boards need to strengthen their
understanding of the risks facing the company. The top five risks listed in
that survey report were change in the regulatory climate, economic slowdown,
cybersecurity threats, business-model disruptions, and geopolitical volatility.

NACD’s 2019 Governance Outlook: Projections on Emerging Board Matters also revealed a high level of concern about risks. In his lead article in that publication, Friso van der Oord, NACD’s director of Research and Editorial, notes that “boards have a major opportunity to become better sense makers to management in this disruptive environment,” and recommends action steps for boards. He urges boards to consider disruptive risks in board-management discussions and as part of their oversight of management, thus ensuring that management will integrate disruption considerations into strategy, performance, and decision making, and of course into risk management itself. He also recommends that boards invest in the skills—within the organization and on the board itself—necessary to navigate disruptive risks.

As boards work to help their organization navigate the
potential for risk that lies ahead in 2019, they can rest assured that NACD
offers a continuing supply of resources to help boards plan and prepare for
these risks. We have hundreds of resources available through our website, and a
team of membership advisors to help members navigate them.

Our 2018 Blue Ribbon Commission report, Adaptive Governance: Board Oversight of Disruptive Risks, makes 11 recommendations for board action and provides a toolkit of resources that empower directors to take these actions. For example, one of the recommendations of the Commission was that boards should “improve the visibility of disruptive risks in boardroom discussions, and ensure directors stay informed between board meetings.” But rather than letting directors fend for themselves, the Commission offers three tools for implementing that particular recommendation, namely a “Taxonomy of Disruptive Risks,” “The Role of the Board in Oversight of Geopolitical Risk,” and “Sample Board-Level Reporting: Scenario Analysis and Disruptive Risks.”

Such tools are
not just “nice to have.” For some boards, they will become critical. As one
member of our 2018 Commission stated, “Investors,
regulators, and legislators keep raising the bar for boards on the oversight of
everything from cybersecurity to culture.”

From my travels around the world, I can attest that our
members are striving to keep pace with rising expectations and can serve as
shining examples for others. That is why NACD aims to provide a continuing
stream of relevant, actionable resources. 

In this way we not only accomplish our mission, but also bring life to our vision: “NACD aspires to a world where corporate directors are recognized by all stakeholders as trusted stewards of long-term value creation.”

Inspired by the examples of your fellow directors, and drawing on the resources that arise from our community, I encourage you to strengthen your work as a steward of value in 2019 and beyond.

Mission and vision
accomplished—and to be continued. 

Career Coaching: Your Competitive Edge For Employee Engagement

Picture this familiar scene.  You are conducting your teams’ annual reviews and one of your star employees sits down across from you.  Their performance this year has been phenomenal.  All goals achieved, if not exceeded.  The structure of your reviews leaves time for discussion of the future.  Are they content? Mostly.  Could they be doing more? Sure.  Are they looking for a promotion? Of course.  But, truth be told, unless you’re vacating your seat, there isn’t much upward mobility in the division.  You two end the meeting with a handshake and a smile, the plan for next year looking much like it did this past year.  You’re left with an uneasy feeling.  They seemed disappointed.  You wonder if there is more you could be doing to keep them engaged.

While this example might feel like an exaggeration, it happens every day.  It is important to acknowledge the paradox that exists in today’s world of work.  You want your employees to continue performing well and to feel valued, yet careers have become harder to navigate than ever.  Rapid changes, flatter organizations, less opportunity for upward movement, the changing needs of the workforce, and a strong recruiting market make your missed coaching opportunity your competitor’s open door.

Many organizations have shifted the burden of career planning to the employee, but it is important to recognize the critical role management plays in their development.  Although many managers desire to be of service, they feel discomfort engaging in career conversations.  They fear they don’t have the right answers, upward opportunities are limited, and time is scarce.

So, why bother?

  • Engagement is a key driver of business performance and yet over 85% of employees report being not being engaged.
  • Employees are 3x more likely to be engaged when they have regular and meaningful conversations with their managers. More engaged teams deliver key bottom line metrics in the areas of customer satisfaction, profitability, productivity, and absenteeism.
  • The current market is highly competitive with a fierce war for talent. If top talent is not receiving support in their career development, they likely won’t stay long.
  • Employees crave it! They long for the opportunity to explore how they can grow and develop and where they can be of most value in the organization.
  • It’s expected. Millennials, who currently represent the largest portion of the workforce, expect career development conversations with their manager.
  • Empowering employees with a more agile and entrepreneurial mindset enables organizations to achieve a competitive advantage.

That said, supporting your team members’ career development is not as straight-forward as it used to be.  Understanding what career planning looks like today and strengthening skills in career coaching can help to increase your confidence in engaging in career conversations.

What does Career Planning mean today?

  • Focus on the Experience, Not the Title: Due to the rapid speed in which organizations and job descriptions are changing, focus more on the type of work experiences your employees want to explore and the kinds of problems they want to solve rather than their next job title.
  • Continuous Enrichment: Focusing on job enrichment, growth, and learning in their existing role allows your employees to not only find value in their work, but it also better prepares them for lateral and vertical moves. It helps to convey the importance of continuous improvement and enrichment regardless of role change.
  • Navigate the Networked Organization: 84% of organizations are considered networked or matrix structures.  This means that your employees need to develop their brand and nurture relationships in order to access information and build their profile for key projects and opportunities.
  • Hone Value Propositions: Paying attention to what problems need solving and how one is uniquely positioned to solve them helps employees consider where they can make a difference, even in their existing work. It also helps them position themselves for future roles that are yet to emerge.

How to make a difference as a Leader?

  • Be Quick: Career coaching isn’t about long, drawn-out, planned conversations.  While some meetings may be formal, there are many opportunities to quickly check-in and find out what is exciting to your team members and what they want to be doing more of.
  • Be Present: Coaching isn’t just about asking questions, it is about investing in someone else and taking the time to share insights.
  • Be Humble: While you may have deep experience and the war wounds to prove it, it is important to check your biases and assumptions at the door.  Your team member may have a new idea or perspective that you haven’t thought of.
  • Be a Conduit: You likely know more about the organizational landscape than your team has exposure to.  Sharing what you know can help to inspire ideas.
  • Be a Connector: Helping your employees identify potential mentors and ways in which they can grow their network helps to further embed them in the organization and enhance their ability to grow with the business.

Take the time to reflect on where you can offer the most value as a developer of talent.  Investing in coaching your team helps to drive engagement and trust, which will no doubt influence your team’s ability to step up when needed and help you navigate the complex environment you are in.  Enhance your skills as a career coach; your team will thank you.


Authored by Liane Taylor and Ranya El-Farnawani of The Talent Company, a CPI Firm based in Toronto, Canada.

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Being Attuned to Forces of Change Is Vital For Corporate Performance

We are living through a period of immense upheaval—economic, geopolitical, technological, societal, and environmental—which makes it harder for companies to succeed with the business models that served them well in the past. Indeed, over the past five years, the profits of the top 700 multinational companies have fallen by around 25 percent.

The annual Global Risks Report, prepared by the World Economic Forum with the support of Marsh & McLennan Companies and other partners, and launched in the run up to the annual World Economic Forum meeting in Davos, Switzerland, explores the key forces shaping uncertainty, volatility, and disruption in the world today. Some key takeaways are set out below.

Three Global Risks Stand Out

First, 2019 is unlikely to see any
let-up in
political friction—neither on the
domestic front in many countries, nor on the global stage. Almost all the global risk
experts surveyed for the report reckoned that economic tensions among major
powers and trade relations will deteriorate this year, and levels of gloom
about broader geopolitical discord were only slightly lower. Against a backdrop
of rising societal frustration, many democratic governments are incapacitated
by deadlock or division, while rising levels of pushback are on the radar of
more authoritarian regimes.  

Is this more problematic than twelve months ago? Arguably, confrontational positions are more entrenched and the pressure on government delivery is more acute. Levels of brinkmanship may reach an extraordinary pitch, with the possibility of disastrous missteps. And all this is taking place against a more bearish economic outlook, where a snapping of fragile ties may suddenly drain market confidence.

Second, the evolving cyber threat landscape has become integral to national security agenda. Cyber is the global risk of most concern to US business leaders (a view shared indeed by executives across advanced economies), with the scope for breaches and widespread damage escalating in line with the ever-greater deployment of digital applications across business ecosystems.

risk is exacerbated by a clear asymmetry between the capabilities of
state-affiliated hackers and the security arrangements of most individual
companies, which has obliged governments to play a stronger role in supporting
corporate endeavors. This, in turn, has escalated to policy level concerns
about the use of foreign technology in critical infrastructure, exposures
generated through corporate supply chains, and more intrusive foreign state
data requirements on company operations abroad.

Third, the long-term toll from extreme weather and climate change could dwarf all others, if we collectively fail to make the rapid and far-reaching transitions required in the next twelve years to prevent global temperature rises from exceeding the 1.5⁰C target. For the global risk experts surveyed for the report, extreme weather and the failure of climate adaptation and mitigation measures dominated risk concerns on a ten-year horizon, and a suite of national climate assessments have spelled out the consequences for individual countries.

Given the uncertainty surrounding multilateral climate agreements,
business leaders will need to navigate a dual challenge: responding to
increasing pressure from investors, customers, and other constituents (such as
state and municipal authorities) to commit to climate-related goals, all while
developing contingency plans that anticipate greater climate-related challenges.

Cross-Cutting Consequences

First, the undermining of multilateral
arrangements and promotion of nationalist agenda is sapping systemic will and
capacity to resolve cross-border challenges
. Not only is this spawning new risks and permitting
intractable problems to fester—in the near term it is placing companies of all
shapes and sizes at the mercy of political wrangling.

subject to new tariffs, sanctions, investment constraints, legislative and regulatory
requirements, requests for favors, and unwarranted attacks, firms need to be prepared
for the prospect of high performance volatility, shock events, and an erosion
of competitive positioning.

Second, a tightening nexus of political, economic and technological risks is threatening much-needed investment in infrastructure, a form of investment that is so vital for business continuity, economic progress, and societal prosperity. Analysis suggests that the shortfall of expected investment versus global need will amount to $18 trillion by 2040 (a $4 trillion shortfall in the US alone), requiring a 23 percent increase in current annual investment to close it.

onslaught from natural catastrophes and the escalation of foreign state-sponsored
cyberattacks is threatening the reliability of assets and systems on which we
all depend. At the same time, economic protectionism and national security
concerns are jeopardizing infrastructure development programs, affecting capital
availability, supplier choices, and construction costs. Better public-private
cooperation is needed both to enhance the resilience of critical infrastructure
and to ensure new projects are attractive for investors.

Third, many of the
structural shifts in the global risk landscape have engendered considerable emotional
strain for individuals and communities
, and the continuous psychological
impact should not be underestimated, both in the workplace and society at large. Looking simply through a business operations lens, a
failure to grapple with these developments may herald productivity issues, accidents,
insider threats, and industrial action among other potential disruptions.

In the rush towards new business models and workflow automation opportunities, firms should reflect hard on how to cultivate the right enabling environment for personnel, in terms of working conditions, career opportunities, and financial security arrangements, even when job security cannot be guaranteed.

Corporate Governance Imperatives

These are challenging times, to say the least, and the board and management teams have no choice but to embrace a world beset by complex uncertainties and strategic emerging threats. Few companies are under the illusion that they can control or inoculate themselves from these macro-level risks, but many have yet to fully appreciate the many ways in which their business might be affected, and to use these insights to arrive at effective and affordable responses.

The 2018 NACD Blue Ribbon Commission report on the governance of disruptive risks clearly articulated the importance of adaptive governance in a world where disruption is continuous. Boards have a vital role in helping set the tone from the top by demanding good intelligence on disruptive risks and establishing the right forum for discussing early warning signals and strategic implications. They should also set expectations of management teams as to how this type of risk thinking should percolate through the entire organization to spur agile, creative solutions that will help business leaders better navigate the challenges of a fast-changing world.

Richard Smith-Bingham leads MMC’s thinking on how
companies and governments can best anticipate and negotiate new challenges in
the macro-level risk landscape. He has been on the Advisory Board of the World
Economic Forum’s Global Risks Report for the past six years.

Fink Letter Says Purpose and Profits Inextricable: He’s Not the First

“Purpose is
not the sole pursuit of profits but the animating force for achieving them.
Profits are in no way inconsistent with purpose—in fact, profits and purpose
are inextricably linked.”

So wrote BlackRock founder, chair, and CEO Laurence D. Fink in his recently released 2019 letter to CEOs of the asset manager’s portfolio companies. And yes, it appeared in bold-face type. The letter, which was published January 17 on the BlackRock website, comes at a time of great uncertainty and at a time when managers, boards, and investors increasingly embrace the theory of stakeholder, not shareholder, primacy. In essence, Fink is calling for boards to oversee the management of business for the long term, and to do so by aligning profits with purpose. Fink specifically wants management and boards to articulate how their purpose informs their strategy, and to explain that linkage to investors.

This is becoming well-trod territory. While the dueling theories of stakeholder versus
shareholder continue to bifurcate some boards and management, there has been a
steady increase in the rise of companies who align purpose and profits. Such companies
as The Container Store, Campbell Soup Co., and PepsiCo—to name but a few—have
taken the stakeholder theory to the very core of their businesses.

Arguing for long-term value creation and the alignment of mission, purpose, and strategy is hardly new. In fact, NACD has been advocating for and tracking the progress of long-term value creation theory for decades, and our Blue Ribbon Commission reports and surveys demonstrate that.

What’s different about Fink’s appeal—in addition to his
outsized influence given the massive sums of other people’s money managed by
the 30-year-old BlackRock—is the context for his latest appeal. The fragility
of the global landscape, Fink writes, makes corporations and governments alike
more susceptible to short-term behavior. Combine that with a growing distrust
of governments and the proclivity of younger generations such as millennials to
hold the companies they work for, buy from, and invest in to a higher purpose,
and what results is rocket fuel for the theory of stakeholder versus
shareholder primacy.

Fink’s 2019 letter builds on the mandate from his 2018 CEO letter for corporate management to construct a strategic framework for long-term value creation that can be articulated by management and the board alike to investors such as BlackRock. “In order to make engagement with shareholders as productive as possible, companies must be able to describe their strategy for long-term growth. I want to reiterate our request, outlined in past letters, that you publicly articulate your company’s strategic framework for long-term value creation and explicitly affirm that it has been reviewed by your board of directors. This demonstrates to investors that your board is engaged with the strategic direction of the company.”

That also echoes the findings and recommendations of the 2015 NACD Blue Ribbon Commission Report on the Board and Long-term Value Creation. And indeed, Fink’s 2018 letter may have had a real impact. Board oversight of long-term strategy is now the top priority in discussions between boards and institutional investors, based on NACD’s most recent survey of public company directors.

As Fink implores in this year’s letter, the world needs
business leadership: “As divisions continue to deepen, companies must
demonstrate their commitment to the countries, regions, and communities where
they operate, particularly on issues central to the world’s future prosperity.”
In order to put its money where its mouth is, BlackRock takes an
engagement-first approach to its investments. Its engagement priorities this
year, according to Fink (and in this order), are: “governance, including your
company’s approach to board diversity; corporate strategy and capital
allocation; compensation that promotes long-termism; environmental risks and
opportunities; and human capital management.”

Also contributing to a focus on environmental, social, and governance (ESG) issues is the growing popularity of Certified B Corporations. B Lab was started in 2007 as the certifying agency for companies “that meet the highest standards of verified, overall social and environmental performance, public transparency, and legal accountability to balance profit and purpose.” B Corp companies now include Danone North America, Patagonia, Gap subsidiary Athleta, and the Unilever-owned Seventh Generation and Ben & Jerry’s.

The B Corp model also reportedly
helped inspire Sen. Elizabeth Warren (D-MA) to propose the Accountable
Capitalism Act that would require companies with revenues over $1 billion to
consider the interests of employees, customers, and their communities alongside
those of investors. Warren earlier this month announced a run for the
Democrats’ 2020 presidential nomination. As one commentator wrote, the stakeholder
versus shareholder primacy debate could soon be aired on prime time.

And let us not forget legal titan Martin Lipton. The founding partner of Wachtell Lipton Rosen & Katz published “The New Paradigm” in 2016, which, at the behest of the World Economic Forum, provided a road map for long-term value creation aimed at companies, asset managers, and investors. One of the paradigm’s precepts for management and boards was to: “Set high standards for the corporation, including with respect to human rights, and the integration of relevant sustainability and environmental, social and governance (‘ESG’) and corporate social responsibility (‘CSR’) matters into strategic and operational planning for the achievement of long-term value.”

While Fink is hardly the first to endorse corporate purpose,
BlackRock’s cadre of 30 or so investment stewards have begun speaking to
companies about how their purpose aligns with culture and corporate strategy. “We
have no intention of telling companies what their purpose should be—that is the
role of your management team and your board of directors,” Fink writes in the
2019 letter. “Rather, we seek to understand how a company’s purpose informs its
strategy and culture to underpin sustainable financial performance.”

Forewarned is forearmed.

Four Reasons to Cast Sunlight On Director Succession Planning

Sometimes, making decisions in secret seems like the easiest
option. You don’t have to deal with other people’s opinions. You have a better
chance of satisfying your own interests. You can move more quickly because you
only have to sell your idea to one or two other people.

But the easiest option isn’t always the best one. Board
leaders that take the backroom-deal approach to succession planning often
suffer the consequences: impulsive appointments that don’t fit the needs of the
organization, missed opportunities to add diversity, disgruntled directors who
weren’t consulted, and board members who aren’t aware they have outlived their

Letting in some sunlight on this process could alleviate many
of these problems. Here are four reasons why board leaders should create a more
transparent, inclusive succession planning process:

1. It fosters a stronger, healthier board culture.

Here’s a scenario I hear all too often. Some directors at a
Fortune 200 company told me the other day they had received an email from the
lead director that announced two new board members (bios attached) would be
joining them at their next board meeting. The directors, who weren’t even aware
a search was underway, were miffed about being left out of the process. “Why
are we hearing about this after the fact?” they asked. “Why wasn’t our input

This secretive, closed-door approach to board succession creates
distrust among fellow directors and feelings of exclusion that erode teamwork
and collegiality. It’s also a missed opportunity; the directors who were
excluded from the process might have been able to suggest better candidates from
their networks or make useful suggestions about the skills new directors should
bring to the table.

2. It creates a higher-performing board.

Markets change. Technologies change. And companies change
along with them, which means they may need directors with different skills than
in the past. The succession planning process gives board members a chance to
imagine their board dream team, then create profiles of candidates who would help
make the dream a reality.

The nominating and governance committee can use the planning
process to assemble a board skills matrix that outlines the abilities,
experience, and attributes of current directors against the company’s current
and future needs. The full board should discuss and debate this matrix to reach
an agreement on what skills are important today and what skills will be crucial
in the future. Then, they have a clear profile for the types of candidates they
are looking for.

When boards plan ahead on succession, they can also build in
considerations like committee chair rotation by mapping out a timeline of when current
board leaders are likely to retire or need to rotate, which gives the board
plenty of time to find suitable successors. By thinking ahead, boards can
arrange to have new directors and committee members shadow the incumbents and
gain valuable insights before assuming their positions.  

3. It tackles the issue no one wants to talk about: board refreshment.

Nearly half of the directors in PwC’s 2018 Annual Corporate Directors Survey think at least one fellow board member should go, but few lead directors feel comfortable initiating retirement conversations. Because boards are composed of peers, they are unaccustomed to giving each other honest feedback. When a director isn’t pulling his or her weight, or their skills have become less relevant, board leaders have a tough time broaching the subject. “What do we say?” they worry. “How do we explain it to them?” So, they end up saying nothing.

Being transparent about succession planning makes having
these difficult conversations easier. While developing the board skills matrix,
everyone on the board can see whether their expertise and experience fits with
the company’s strategy. This provides board leaders with context for having
conversations with directors whose skills don’t match the organization’s future
needs. Those directors are less likely to be surprised when approached about
retirement and less likely to take it personally.

4. It satisfies stakeholders—the right way.

As investors continue to challenge boards on their
composition, those that lack strong succession plans may rush to assemble more
diverse teams only to end up with a hodgepodge of directors who may not work well
together or understand the company’s operations. Advance succession planning gives
boards the opportunity to be strategic versus reactive and take the time to
find candidates who not only tick a diversity box but also bring key skills and

By building relationships with promising candidates in
advance of an actual vacancy, boards can cast a wider net and recruit talent
with a diverse array of valuable experiences and perspectives that align with
the company’s long-term strategy.

Opening Closed Doors

Boards that don’t have a formal succession planning process often
scramble for replacements and waste opportunities to be more thoughtful and
deliberate about their recruitment process. When lead directors don’t involve the
entire board in this effort, it can create distrust and resentment. For boards
that have historically taken a closed-door, ad-hoc approach to choosing new
members, the shift to transparency and planning can be a major adjustment. But the
long-term gains of having an open process will make the effort worth it.

For further guidance on this topic, see PwC’s The Road to Strategic Board Succession.  

Paula Loop is a partner with PwC and the leader of PwC’s Governance Insights Center, which strives to strengthen the connection between directors, executive teams, and investors by helping them navigate the evolving governance landscape.

Emerging Technologies and Financial Reporting: Key Questions to Ask

Emerging technologies—such as artificial intelligence, robotic process automation, drones, and blockchain—are changing how business gets done. The Center for Audit Quality (CAQ) has developed a tool to help audit committees execute their oversight responsibilities for financial reporting impacted by emerging technologies. Leveraging the work of the Committee of Sponsoring Organizations of the Treadway Commission (COSO), this tool provides a framework for conducting effective oversight of a company’s use of emerging technologies in the financial reporting process.

This framework has five key
components, plus questions within each of the components that audit committees
may ask management and auditors to help inform their oversight. While not a
checklist, these questions should be useful discussion points in audit
committee meetings.


The control environment is the set
of standards, structures, and processes that provide the foundation for
carrying out internal control across the organization. Audit committees help to
establish the right control environment for the adoption of risk management
practices related to emerging technologies that impact financial reporting.

  1. What
    are the objectives associated with the use of the emerging technology?
  2. How
    does the emerging technology project integrate with management’s existing
    digital and analytics plans?
  3. Does
    use of the emerging technology raise tax, legal, regulatory, or financial
    reporting questions that require external advice?
  4. What
    has the company done to train and maintain its internal resources and
    technological competencies related to emerging technologies?


Audit committees might consider whether management has assessed the risks associated with changes to company processes as a result of emerging technology projects—and whether controls are in place to identify new risks as they arise.

  1. What risks associated with the use of the emerging technology have management considered?
  2. Has management considered the adequacy of the current risk assessment process relative to the risks introduced by the emerging technology?
  3. How has management evaluated the sufficiency of existing policies and procedures related to the safeguarding of assets when implementing the emerging technology?
  4. Has management identified intermediaries or third parties integral to the emerging technology functionality? If so, are current third-party risk management practices sufficient to adequately address the emerging technology?


Control activities are the specific
actions established to ensure that the risk of failing to meet an objective is
mitigated to an appropriate level.

  1. How
    has management assessed the current control environment to determine whether
    new controls are needed in response to the additional risks introduced by the
    emerging technology?
  2. Are
    controls in place to address the risk that the technology is not operating as
    intended (i.e., to assess the reliability of the outputs from the technology)?
  3. What
    controls are in place to help ensure that those charged with oversight would be
    informed if a cybersecurity breach occurred?
  4. How
    have contingency plans been assessed or updated to help ensure continuity of
    business and management of risks?

and Communication

Audit committees should have
communication protocols for obtaining the information they need to effectively
carry out their responsibilities, which may require the managers of large
technology projects to present their progress on a periodic basis.

  1. How
    will key financial reporting needs be considered to minimize potential
    disruptions when implementing the emerging technology?
  2. How
    will the technology integrate with the current IT systems? Are there any
    integration risks that need to be addressed?
  3. How
    has management evaluated existing IT practices to help ensure they address data
    management and governance for the emerging technology?
  4. Do
    existing communication lines (internal and external) need to be evaluated to
    help ensure continued compliance with financial statement disclosure


Monitoring represents an ongoing
process to ensure that policies, procedures, and controls are present and
functioning effectively.

  1. What
    monitoring activities have management put in place to validate the operational
    consistency of the emerging technology?
  2. Is
    the frequency of existing monitoring and reporting to the audit committee
    sufficient in light of the pervasiveness of the emerging technology and its
    impact on financial reporting?
  3. What
    monitoring has been established by management to consider the emerging
    technology risks related to recording, processing, summarizing, and reporting
    on financial information—including management’s discussion and analysis—and
    financial statement disclosures?
  4. In
    the event of a failure or deficiency related to management’s obligations, what
    processes and controls are in place to help ensure that appropriate levels of
    management and the audit committee are involved in the review of the related
    disclosures, if applicable?

An understanding of the opportunities and risks that emerging technologies present is essential for audit committees to discharge their oversight responsibilities. I encourage you to consult the full oversight tool, which, like other CAQ resources for audit committees, is available on the CAQ website free of charge.

Cynthia M. Fornelli is a securities lawyer and has served as executive director of the Center for Audit Quality since its establishment in 2007.

Career Partners International Names Bill Kellner New President & COO

Career Partners International (CPI) is pleased to announce the arrival Bill Kellner as new President and COO.  An experienced international business leader, Kellner has held various senior leadership positions in the talent development and human resources industry.

In his new role, Kellner will provide CPI with operational direction and support for Partners across the globe.  Kellner will report to former President & CEO, Douglas Matthews, who has announced his retirement but will continue to serve CPI in an advisory capacity to ensure a seamless leadership transition.  With over 350 locations throughout 50 countries, Kellner looks to solidify CPI’s reputation as the world’s most effective talent development and career transition consultants.

“Bill has proven himself time and time again to be an innovative leader in our industry.  We could not be more excited to welcome him as our new President and COO.  Having previously worked alongside Bill, I am confident he will help our partners continue to deliver exceptional services and grow exponentially,” said Douglas Matthews.

With decades of human resources experience, Kellner is innately aware of the value of CPI’s services.  His strengths in talent management, organizational design, and leadership development make this is a natural fit, sure to enhance the organization’s offerings.

“After meeting with multiple Career Partners International leaders, it became clear that their goals closely aligned with my experience and priorities.  CPI’s dedication to supporting their clients and candidates is truly impactful.  I look forward to continuing this tradition of providing exceptional services,” states Kellner.

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