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2019 BDO BOARD SURVEY

BDO BOARD SURVEY...companies are prepared to comply with current and developing data privacy regulations, but that they are also implementing a holistic data ethics program with a

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2019 BDO BOARD SURVEY

THE BOARD’S DIRECTION: STEADYING THE SHIP IN TIMES OF TURBULENCE ............................. 1PLOTTING PATHS THROUGH CONTROVERSIAL ISSUES ................................................ 2TRADE TUMULT ............................................................................4DATA PRIVACY PRIMACY ........................................................................... 5TAX REFORM IMPACT CONTINUES .......................................................6DRIVING DIGITAL TRANSFORMATION .........................................................8INVESTING IN CYBERSECURITY ...........................................................10GOVERNANCE & REPORTING, REDEFINED .............................................12BOARD COMPOSITION SHOWS PROGRESS, NOT PARITY .............................................15

Contents

The Board’s Direction: Steadying the Ship in Times of Turbulence

Faced with a deluge of competing and often volatile priorities, public company board directors’ oversight responsibilities have reached new heights. Sustaining long-term value today means responding diligently to geopolitical tensions, unrelenting technology disruption, changing regulation, pressures to embrace diversity in the boardroom and more.

According to our 2019 BDO Board Survey, public company boards, of varying market caps*, are busy navigating these issues while evolving the way they communicate key decisions, actions and company performance to meet new or changing stakeholders’ demands.

*Market Capitalization defined as:

Large/Mid Cap (Over $2B) 36%

Small Cap ($200M-$2B) 47%

Micro/Nano Cap (Under $200M) 35%

12019 BDO BOARD SURVEY

Plotting Paths Through Controversial Issues As boards of directors and management teams begin discussions on 2020 business strategy and risks, there is no shortage of key issues to tackle.

Chief among them: the economy. After an extended bull market, more and more economic indicators and analysts signal that a downturn may be ahead. Meanwhile, the economy has been impacted by significant market volatility surrounding trade negotiations and policy changes.

Boards are also addressing changing political and cultural dynamics. While Brexit and the 2020 U.S. election are rarely noted as the most discussed items in the boardroom, roughly one in ten board members report that their company has taken proactive steps to address the potential impacts. Separately, disclosure of sustainability and corporate stewardship is an increasing focus for boards, with almost one in four taking action to address growing and evolving demands from stakeholders for proactive corporate responsibility.

The Business Roundtable, which represents CEOs of leading U.S. companies, recently posited that the purpose of a company is to serve the needs of its customers, employees and communities, in addition to maximizing profit for shareholders. While this announcement was met with some skepticism, we are seeing more high-profile companies take a leadership position on key cultural issues—from the environment to equality to privacy—and others suffer consequences when their brand’s stated purpose is misaligned with their actions. With Axios recently calling top CEOs the nation’s “new politicians,” boards will need to consider the role of directors amid shifting governance definitions.

Considering broader stakeholders is also a part of many companies’ workforce strategies. As Millennials and Generation Zers become more influential in the workforce and as investors, companies are working to meet their needs, and that increasingly includes ensuring the organization’s policies and practices are sensitive to changing business dynamics and societal pressures. In a competitive job market, executing a strategy to source new and retain top talent is a top priority for 40% of board directors.

“To describe 2019 as a turbulent year for companies would be an understatement. Now, more than ever, public company board members are providing a steady hand through strategic direction, oversight and risk management—making them an essential voice when planning for issues from digital disruption to market volatility.”

AMY ROJIK BDO USA’s National Assurance Partner,

Communications and Governance

2 2019 BDO BOARD SURVEY

TOP ISSUES DISCUSSED IN THE BOARDROOM & ACTIONS TAKEN TO ADDRESS THEM

Potential economic downturn

International trade tensions

Sourcing workforce talent

Sustainability and corporate stewardship

Uncertainty of Brexit outcome

Tensions with North Korea, China and/or Russia

2020 U.S. election

Climate change

Middle East unrest

Have or will develop a strategy to address the issue

Most discussed issue in boardroom

27% 27%

19%40%

23% 6%

2%

5%9%

3%9%

2%11%

2%6%

48% 30%

1%

32019 BDO BOARD SURVEY

The “will they or won’t they” and then “how much” discussion around tariffs with China and Mexico over the past year has made trade a hot potato in the news and a hot button for companies. Nearly half of directors (48%) report a high or moderate impact to their organizations from trade tensions, representing the pressures that companies across nearly all sectors are facing.

To address the impact of trade tensions on their businesses, almost one-third of directors (30%) report discussing trade tensions as a regular agenda item at board meetings, and 29% say their company has been proactively considering other countries for sourcing. Nineteen percent of directors have studied the direct and indirect impact of current and potential tariffs.

While businesses have taken a reactive approach to tariffs in the past, more proactive planning will be essential for the coming year, as the 2020 election is likely to create additional turbulence around the issue. Boards should ensure that management is taking into account the companies’ total tariff liability as they work to develop their customs and international trade strategy and risk mitigation plan for 2020.

Trade Tumult

IMPACT OF TRADE TENSIONS

14% HIGH

34% MODERATE33%

LOW

19% NO IMPACT

AT ALL

ACTIONS TAKEN ON TRADE

Discussed trade tensions as

a regular agenda item at Board meetings

Considered other countries

for sourcing

Conducted studies of direct/indirect impact

of existing/proposed tariffs

Raised prices on goods

Considered other domestic alternatives for supply sourcing

Considered re-shoring

production to the U.S.

30% 29%19%

13% 11%6%

“Trade policy in 2019 has brought more questions than answers, and companies are understandably concerned about the volatility of expenses and tax exposures. Boards are right to prioritize this issue and keep an open mind about potential actions to mitigate exposure and risk. Trade issues in 2020, a U.S. presidential election year, promise to be just as tumultuous as 2019, if not more so.”

DAMON V. PIKE BDO USA’s Customs & International Trade Services Leader

4 2019 BDO BOARD SURVEY

Just over one year after the General Data Protection Regulation (GDPR) and the looming 2020 deadline for the California Consumer Privacy Act (CCPA), data privacy remains a key concern for boards. In fact, a plurality of board members (46%) say they are briefed at least quarterly on data governance. Only five percent of boards are not briefed at all.

Companies that operate in the EU or in California must now consider significant new rules around how consumer data can be collected, used, sold and shared. The new laws have overhauled how data is treated by companies across all industries, and they are only the beginning. In September, 51 major tech companies joined a growing chorus of stakeholders who are calling for a

national data privacy law in order to provide a consistent and proactive framework for handling the issue, rather than taking a state-by-state or case-by-case approach.

In the meantime, companies are moving forward with a broad response to current regulations. Almost half (47%) have implemented or updated internal privacy policies, and 43% have increased data privacy resources and budgeting. Just 13% have hired a Data Protection Officer, though creation of these types of corporate roles may be growing in popularity. In September, Walmart created a Chief Counsel of Digital Citizenship role responsible for advising on privacy and security.

Data Privacy Primacy

RESPONSE TO GDPR, CCPA AND EMERGING DATA PRIVACY REGULATIONS

Implemented or updated

internal privacy policies

Increased data privacy

resources and budgeting

Updated breach

notification policies and procedures

Reviewed and updated third-party vendor

contracts

Implemented or updated

privacy notices

Appointed a Data

Protection Officer

Hired other full-time

data privacy resource

47%43% 42%

36%

28%

13%7%

“The new standard in data governance is not just privacy, it’s ethics. Boards should ensure not only that companies are prepared to comply with current and developing data privacy regulations, but that they are also implementing a holistic data ethics program with a framework that guides data ownership, transparency, consent, privacy and financial value.”

KAREN SCHULER BDO USA’S Governance, Risk and Compliance National Leader

52019 BDO BOARD SURVEY

Tax Reform Impact Continues

More than a year into the Tax Cuts and Jobs Act of 2017, corporate board members report that their company saw the most impact from the reduced corporate tax rate. Other provisions, including those related to foreign earnings and interest expense deductions, had more muted effects.

However, each provision’s level of impact also varied depending on the size of the company. Only half of all micro/nano cap companies felt the effects of any tax reform changes, compared to 83% of larger companies.

MOST IMPACTFUL TAX REFORM PROVISIONS

Overall Large/Mid Cap Small Cap Micro/Nano Cap

Reduced corporate tax rate

Limitation on use of net operating losses

Provisions impacting foreign earnings

Interest expense deduction limitations

None of these has had an impact on

your business

9% 10%

7% 10%

4% 3% 2%10

%

47% 53

% 57%

33%

31%

17% 23

%48

%

9% 10%

0%

17%

6 2019 BDO BOARD SURVEY

While nearly half of directors (47%) claim their organizations did not take specific action as a result of tax reform, the companies that were motivated to act on changes to their tax position pursued diverse activities, marking a shift from our 2018 survey findings:

Six percent of directors in our 2019 survey indicated their companies additionally distributed a one-time bonus to employees.

Tax reform is only one of the major regulatory changes that companies have been contending with. 2018’s South Dakota v. Wayfair decision, which held that states could collect sales tax from businesses even if they don’t have a physical presence in the state, marked the most significant Supreme Court state tax decision in decades. Companies are still contending with the fallout, assessing exposure and seeking to understand nexus standards by state in order to comply.

Given the sweeping changes to tax law happening at the federal, state and local levels, it’s more important than ever for companies to have a grasp on their total tax liability—the sum amount of all taxes owed, factoring in income, indirect, property, payroll, excise and other taxes as well as credits, incentives, customs, duties and deductions. Boards play a critical oversight role on tax compliance and liability by ensuring that management is appropriately mitigating risk and maximizing opportunities. Almost two-thirds of directors (65%) report a high or moderate understanding of their company’s total tax liability. For the remaining directors with low or no understanding of total tax liability, now is an ideal time to proactively seek additional insight into the company’s tax positioning through more engagement with management and tax advisors.

ACTIONS PURSUED/PLANNED AS A RESULT OF TAX REFORM

2019 2018

Pursue a merger/acquisition

Initiate stock buy-back

Increase capital investment

Increase dividends

Repatriate cash to the U.S.

Increase employee wages

23%

19%18%

16% 16%

8%

11%

7%9%

10%

14%17%

43% MODERATE

22% HIGH

28% LOW

7% NO UNDERSTANDING

AT ALL

UNDERSTANDING OF COMPANY’S TOTAL TAX LIABILITY

72019 BDO BOARD SURVEY

As technological innovation and disruption continue to reinvent the rules of business, board directors have ramped up their focus on digital transformation strategy.

Companies know that they need to pursue digital transformation not only to modernize and enhance their operations and processes, but also to enable data-driven insights that help inform business decision-making and increase profitability.

The writing is on the wall: According to the Bureau of Economic Analysis, the size of the digital economy is growing at a rate of 5.6%, compared to 1.5% growth for the overall economy.

In light of this business imperative, more than two-thirds (68%) of directors overall say they have a digital transformation strategy in place. Still, that means roughly one-third of companies have some catching up to do—most of which are small or micro/nano cap companies. Eighty-seven percent of large or mid cap companies have a digital transformation strategy in place, compared to 67% of small cap and 56% of micro/nano cap companies, respectively.

Among the directors who say their company has no digital transformation strategy in place, just about half plan to develop one.

Companies that do not move quickly and intentionally on digital transformation are likely to be left behind. Just under half (45%) of directors say they are increasing their investments in digital initiatives and 34% have a digital transformation roadmap developed to guide their strategy forward.

Driving Digital Transformation

DOES YOUR ORGANIZATION HAVE A DIGITAL TRANSFORMATION STRATEGY IN PLACE?

STEPS TAKEN BY BOARDS TO ADDRESS TECHNOLOGY DISRUPTION

32% NO

68% YES

Overall Large/ Mid Cap

Small Cap Micro/Nano Cap

Increased capital allocation

towards digital initiatives

Ensured a digital transformation

roadmap was developed

Hired board members with

relevant oversight expertise

Introduced new metrics

for enhanced business insight

Established a digital innovation

committee at the board or

management level

34%43%

34%31%

19%20%

13%23%

45%63%

46%27%

16%11%

11%24%

33%46%

34%21%

8 2019 BDO BOARD SURVEY

Directors were fairly even on pointing to investing in digital capabilities, enhancing the customer experience, boosting efficiencies and operations across the supply chain and developing an enterprise-wide digital transformation strategy and plan as top priorities.

One critical part of digital transformation that companies should not overlook is the change management required to truly integrate digital into the fabric of a business. Just two percent of directors say implementing change management for digital adoption in the workplace is their most important digital priority. While preparing your people for change may be backburnered in favor of solidifying digital strategy or focusing on revenue-generating or cost-saving digital investments, it’s critical that directors ensure any significant changes compliment an empowered workforce. Digital transformation is part culture and part technology.

Digital transformation is also fundamentally changing the skills and types of professionals that organizations need. For many companies, this means re-skilling and/or employing data scientists and engineers with deep technical expertise while ensuring leaders have deep digital knowledge for execution. Most board directors are championing investment in digital expertise, with 57% reporting they have actively encouraged the hiring of more professionals and executives with digital or technology backgrounds. However, this group is heavily skewed toward larger companies, with fewer than half of micro/nano cap companies actively investing in digital expertise compared to three-fourths of large/mid cap companies (41% and 78%, respectively).

MOST IMPORTANT DIGITAL PRIORITY

Investing in innovative digital capabilities for anticipated business needs23%Addressing customer experience, including areas of customer churn, acquisition, new products/services and support

23%

Developing an enterprise-wide digital transformation strategy and plan19%

Optimizing business efficiencies and operations across the supply chain20%

Implementing change management for digital adoption in the workplace2%

“Competing in the digital economy requires becoming a digital business. But that process will be different for every organization based on their value opportunities and growth drivers. The board’s oversight of a company’s digital transformation journey is essential to reinvention and relevance.”

MALCOLM COHRON BDO USA’S National Digital

Transformation Services Leader

92019 BDO BOARD SURVEY

While boards may be fatigued by years of cybersecurity and data privacy alarm, the reality is that risks are only growing in complexity while scrutiny from regulators continues to heat up. The costs of cybersecurity failures, too, remain significant. According to Juniper Research, cybercrimes have already accounted for $2 trillion in losses in 2019.

Not only must companies protect their most valuable assets—like their customer data, intellectual property and trade secrets—but they must also consider how bad actors could disrupt their operations or supply chains and cause financial and reputational harm.

Over the past several years, security has rightfully become a bigger line item for expenditure. A vast majority of directors (83%) say their company has increased cybersecurity investment in the past year. Micro/nano cap companies are the most likely (30%) to report no investment in cybersecurity in the past year, compared to 15% of small cap and just 6% of large/mid cap companies. On average, companies are raising cybersecurity spending by 9% annually, according to Juniper.

Investing in Cybersecurity

10 2019 BDO BOARD SURVEY

HAS YOUR COMPANY INVESTED MORE IN CYBERSECURITY IN PAST YEAR?

17% NO

83% YES

But investment is only part of the solution. It’s critical that management and the board be well-versed in their company’s digital risk profile, mitigation and response efforts. Only 24% of board directors say that they are highly familiar with their company’s data breach response plan, and 39% say they are only somewhat or not at all familiar with it.

Having awareness of the cyber response plan must be considered table stakes, as almost a quarter of board directors (23%) surveyed said that their own company experienced a cybersecurity breach in the past two years. In 2018 alone, there were 1,244 reported data breaches in the U.S., according to cybersecurity firm Varonis. The clock is ticking for companies who claim that they have not had or are not yet aware of a cyber breach affecting them. Companies who think they are not at risk are likely wrong.

Developing a threat-based cybersecurity strategy—including risk assessment, viable response planning and active and on-going monitoring—must be a multi-departmental effort, with strong input and oversight from the board.

HOW FAMILIAR ARE YOU WITH YOUR ORGANIZATION’S DATA BREACH RESPONSE PLAN?

HAS YOUR COMPANY EXPERIENCED A CYBERSECURITY BREACH DURING THE PAST TWO YEARS?

24% HIGHLY

10% NOT

AT ALL

29% SOMEWHAT

37% MODERATELY

77% NO

23% YES

112019 BDO BOARD SURVEY

As board directors struggle to balance competing demands for their time, expertise and focus, they point to regulatory compliance and effective risk oversight prioritization as two of the top challenges for their board. In addition to core responsibilities like regulation and risk, companies of all sizes will need to give more weight to how they are perceived broadly as corporate governance continues to be re-defined by those inside and outside the organization.

Governance & Reporting, Redefined

12 2019 BDO BOARD SURVEY

4% Identifying exposure to potential/realized shareholder activism

4% Internal communication/transparency

5% Pressure from proxy advisors

6% Reputational management

12% Meeting shareholder demands

24% Effective risk oversight prioritization

29% Complying with regulatory requirements

WHAT IS THE GREATEST GOVERNANCE CHALLENGE FOR YOUR BOARD?

With stakeholders and shareholders increasingly focused on transparency, boards are likely to become even more involved in communications and reputational management. While required financial reporting remains critical, companies are also looking for new ways to share company performance, metrics and mission with their stakeholders. Overall, organizations that best demonstrate how they are integrating the varying needs of broad stakeholders into their business strategies, while creating long-term sustainable value, hold the keys to success.

Three-quarters of directors say their companies use non-GAAP metrics and 56% say they report key performance indicators to help convey value. Looking deeper, significantly more large companies are using non-GAAP metrics, ESG disclosures and sustainability reports compared to smaller organizations.

Non-GAAP metrics like “community-adjusted EBITDA” have made headlines in the past several years as digital transformation has helped bring in new business models and opportunities that some companies believe are not fully captured by traditional, required metrics. Home-exercise company Peloton recently introduced an “average net monthly connected fitness churn” metric as a part of their IPO preparations to attempt to describe their success with customer retention. While non-GAAP metrics can assist with sharing potential value and opportunity, they are far from replacing GAAP metrics as the standard, and board directors should ensure financial reporting priorities and oversight are aligned.

WHICH OF THE FOLLOWING DOES YOUR COMPANY USE TO REPORT INFORMATION TO THE PUBLIC?

Overall Large/Mid Cap Small Cap Micro/Nano Cap

Non-GAAP measures Key Performance Indicators (KPIs)

ESG disclosures Sustainability reports

56%

60%

55%

50%

11% 24

%6% 5%

75% 90

%77

%60

%

17%

15%

5%

35%

132019 BDO BOARD SURVEY

Our survey indicates that companies appear to be less active when it comes to disclosing environmental, social and governance (ESG) measures and publishing sustainability reports. Almost two-thirds (65%) of directors say that sustainability and ESG disclosures do not help investors make more informed decisions. However, with international and increasing domestic cultural and generational pressures, we anticipate these reports may become both more prevalent and more important to company performance. Larger companies are further along in this regard, with 47% of large/mid cap company board directors seeing the value in ESG and sustainability disclosures compared to 32% of small cap and 27% of micro/nano cap company board members.

Another significant disclosure that companies are contending with for the first time is around critical audit matters. Beginning in 2019 with large accelerated public company filers, the PCAOB is requiring auditors to disclose critical audit matters (CAM) in the annual auditor’s report. The PCAOB’s goal is to increase transparency into the audit by communicating issues discussed with the audit committee about matters that could be material to the financial statements, particularly those that require especially challenging, subjective or complex auditor judgment. Ultimately, these added disclosures are intended to help grow confidence in the capital markets and demystify the audit process.

The majority of board directors (76%) across all sized companies say that their audit committees have been working with their auditors to understand the potential impact of CAM on financial reporting. This is good news, as the audit committees will want and need to understand the matters the auditor will determine to be CAM as well as how they will be reported within the auditor’s report to the financial statements.

Many companies have conducted dry run assessments of disclosures, ahead of the reporting deadlines, to understand the issues and better prepare. Not surprising, within reports for the early filers, common CAM include complex revenue recognition, taxes, goodwill, valuation of investments and lease accounting.

ARE SUSTAINABILITY AND ESG DISCLOSURES HELPING INVESTORS MAKE MORE INFORMED DESICIONS?

35% Yes

65% NO

HAS YOUR AUDIT COMMITTEE WORKED WITH YOUR AUDITORS TO BETTER UNDERSTAND THE POTENTIAL IMPACT OF CAM ON FINANCIAL REPORTING?

24% NO

76% YES

“New CAM disclosures provide rich information for investors and provide another layer of transparency for trust in the markets. Auditors and audit committees have been actively preparing for the change by engaging in a dry run process in the year before implementation. Audit committees should continue to actively engage with their auditors to understand CAM identification during the audit process.”

PHILLIP AUSTIN BDO USA’s National Assurance Managing Partner, Auditing

14 2019 BDO BOARD SURVEY

REPORTING HIGH LEVELS OF DIVERSITY:

of large or mid cap boards (above $2B in market cap)

46%

of small cap ($200M-$2B in market cap)21%

of micro cap company boards (under $200M in market cap)

13%

Much focus continues to be placed on board composition and how such fosters differing viewpoints and perspectives that may help propel a company forward. This summer, gender parity in the boardroom reached a new milestone. For the first time, all companies in the S&P 500 now include at least one female board member. The news was a significant step forward in leadership diversity at the largest U.S. companies, but with the S&P 500 representing only a small fraction of U.S. publicly-traded companies, there’s still work to be done. When looking at the Russell 3000, for example, women represent only 18% of corporate directors.

Marking notable but seemingly incomplete progress, two-thirds of directors (67%) report high or moderate levels of diversity on their board.

Board diversity has been directly linked to better company performance and shareholder return by McKinsey in numerous studies, and that is correlated to the board diversity breakouts reported by company size.

Boards are also increasingly transparent and proactive about their composition. This year, 46% of directors report conducting diversity reviews as a board refreshment tool, up from 33% in 2018. In addition, following the SEC’s move to encourage expanded disclosure related to board policies and application of self-identified diversity characteristics considered in the appointment of directors, 34% of directors currently include diversity disclosures in their proxy and SEC filings.

Board Composition Shows Progress, Not Parity

HOW WOULD YOU DESCRIBE THE LEVEL OF DIVERSITY ON YOUR BOARD?

27% HIGH

6% NO DIVERSITY AT ALL

27% LOW

40% MODERATE

152019 BDO BOARD SURVEY

As organizations assess whether their board has the needed diversity of perspective and experience, board refreshment strategies are critical. Two-thirds of companies report conducting skill set reviews to ensure the board includes a variety of relevant expertise and experience. Another 24% report that they have expanded the size of their board, which allows for new talent to emerge without disrupting or removing current contributing members. Fewer directors (16%) indicate the use of tenure limits as a strategy, likely driven by the fact that the majority of seasoned directors with deep industry and business knowledge continue to remain viable contributors to corporate governance.

“The progress made on this initiative in the past five years alone gives us reason to uphold a positive outlook toward the future of board diversity. But there is still much to be done. While concrete steps like diversity reviews may help push the needle in the right direction, true gender parity in the boardroom will never be possible without challenging traditional thinking and breaking down the barriers that limit boardroom opportunities for the troves of capable female executives in the workforce.”

AMY ROJIK National Assurance Partner,

Communications and Governance, writes in BDO USA’S Corporate Compliance Insights

BOARD REFRESHMENT POLICIES

Skill set reviews to ensure director expertise remains

relevant

Diversity reviews to better reflect

gender/age/ racial mix of company’s audiences

Limits on number of boards upon which a director

can serve

Expansion of the board

Tenure limits on director service

None of these

66%

46%

30%24%

16% 13%

16 2019 BDO BOARD SURVEY

Organizations have also been focused on the problem of “overboarding” in the past several years. If board members are serving too many companies, their ability to focus and prioritize any one board role is challenging. Roughly one-third of directors (30%) say their company places limits on the number of boards upon which a director can serve, up from 27% in 2018. These guidelines appear to be promoting change effectively, as only 37% of directors report serving on two or more boards.

As directors approach 2020, they are readying companies to prepare for new risks, address current opportunities and find success in the new decade. The demands for corporate stewardship are growing every day, but directors’ guidance, oversight and foresight will help companies find stability through turbulence.

172019 BDO BOARD SURVEY

About the 2019 BDO Board SurveyThe 2019 BDO Board Survey, conducted by Market Measurement, Inc., an independent market research consulting firm on behalf of the Corporate Governance Practice of BDO USA, examined the opinions of 180 corporate directors of public company boards during July and August of 2019. Respondents represent a distribution of organizations across industries and market value, from less than $200M to more than $10B, who serve on a variety of board oversight committees with varying capacity and tenures.

RESPONDENTS

Market Capitalization

Large/Mid Cap (Over $2B) 36%

Small Cap ($200M-$2B) 47%

Micro/Nano Cap (Under $200M) 35%

Committees Represented

Audit 78%

Compensation 56%

Nomination/Governance 52%

Risk 16%

Risk/Cyber 8%

Other 22%

Number of Boards

One 62%

Two 22%

Three 11%

Four 4%

Five or more 1%

Industries

Technology 42%

Manufacturing & Distribution 31%

Financial Services 26%

Healthcare 22%

Retail & Consumer Products 21%

Life Sciences 19%

Real Estate & Construction 13%

Government Contracting 11%

Natural Resources 11%

Nonprofit & Education 7%

Private Equity 7%

Restaurants, Hospitality & Leisure 6%

Public Sector 4%

None of these 1%

Director Board Tenure

Under one year 3%

1 - 5 years 24%

6 - 10 years 30%

Over 10 years 43%

18 2019 BDO BOARD SURVEY

About The BDO Center for Corporate Governance and Financial Reporting

BDO’s Center for Corporate Governance and Financial Reporting provides numerous resources, webinars and live events designed to help board of directors, C-Suite executives, and financial reporting management stay on top of emerging issues and hot topics affecting both public and private companies. Visit the Center and subscribe today to ensure you are receiving top of mind thought leadership.

About BDO USA

BDO is the brand name for BDO USA, LLP, a U.S. professional services firm providing assurance, tax, and advisory services to a wide range of publicly traded and privately held companies. For more than 100 years, BDO has provided quality service through the active involvement of experienced and committed professionals. The firm serves clients through more than 60 offices and over 700 independent alliance firm locations nationwide. As an independent Member Firm of BDO International Limited, BDO serves multi-national clients through a global network of more than 80,000 people working out of nearly 1,600 offices across 162 countries and territories.

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. For more information please visit: www.bdo.com.

Material discussed is meant to provide general information and should not be acted on without professional advice tailored to your needs.

© 2019 BDO USA, LLP. All rights reserved.

192019 BDO BOARD SURVEY

20 2019 BDO BOARD SURVEY

212019 BDO BOARD SURVEY

Title

First Name

Company Name

Last Name

Email Phone

Subject

Message

SUBMIT

CONTACT US:

ADAM BROWN 214-665-0673 [email protected]

AMY ROJIK 617-239-7005 [email protected]

CHRISTOPHER TOWER 714-668-7320 [email protected]

DAMON V. PIKE 561-207-3205 [email protected]

GREGORY GARRETT 703-770-1019 [email protected]

HITESH SHAH 408-352-3547 [email protected]

JAY DUKE 214-665-0607 [email protected]

KAREN SCHULER 703-336-1533 [email protected]

MALCOLM COHRON 404-979-7109 [email protected]

MATTHEW BECKER 616-802-3413 [email protected]

PAUL HEISELMANN 312-233-1876 [email protected]

PAULA HAMRIC 312-616-3947 [email protected]

PHILLIP AUSTIN 312-259-0357 [email protected]

STEPHANIE GIAMMARCO 212-885-7439 [email protected]

TIM KVIZ 703-245-8685 [email protected]

CONTACT