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Supervisory Board report

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Functioning of the Supervisory Board

Role and responsibilities

The Supervisory Board is responsible for overseeing and advising the Board of Management, with a view to protecting public interest and creating long-term value for the firm’s stakeholders. This includes advising on KPMG N.V.’s assurance and advisory businesses (as well as the challenges and opportunities that arise from being present in both Advisory and Assurance).

The Supervisory Board also advises the Board of Management on KPMG N.V.’s supporting organisation, including the internal risk controls in place as part of the firm’s Enterprise Risk Management Framework. The Supervisory Board’s responsibilities are laid down fully in KPMG N.V.’s Articles of Association and the Board’s own rules of procedure, available online.[1]

Consultation with stakeholders

Members of the Supervisory Board regularly meet other internal stakeholders. These stakeholders include Board members at Coöperatie KPMG U.A., the firm’s equity partners, employees, Young Board Now and representatives from the firm’s Works’ Council. The Board also maintains regular contact with KPMG International, clients, regulators and other stakeholders. These conversations keep the Board informed of developments, and help it constantly assess and review its role within KPMG N.V.

Composition and committee memberships

At the end of 2020/2021, our Supervisory Board comprised five members. These members complied fully with the profile description set out in the Supervisory Board Rules. Taken together, the Board has considerable expertise in management, finance, IT, risk & compliance, sustainability, government and human resources. On 30 November 2021, Bernard Wientjes stepped down after six-and-a-half years as Chair of the Supervisory Board; he has been succeeded by Roger van Boxtel.

Details of Board members, their appointment and committee memberships are provided in the table below:

Members

Date of first appointment

Dates of first term

Dates of second term

Committee memberships

Bernard Wientjes[1]

1 May 2015

2015-2019

2019-2021

  • Assurance Quality (member)

Gosse Boon

1 August 2016

2016-2020

2020-2024

  • Audit & Risk (Chair)

  • Assurance Quality (member)

Roger van Boxtel[1]

1 June 2021

2021-2025

NA[3]

  • Remuneration & Appointment (member)

  • Assurance Quality (member)

Claartje Bulten

1 September 2020

2020-2024

NA[3]

  • Audit & Risk (member)

  • Assurance Quality (member)

Jolande Sap[2]

19 August 2015

2015-2019

2019-2023

  • Assurance Quality (Chair)

  • Remuneration & Appointment (member, acting as Chair from beginning of September 2021)

  • Audit & Risk (member)

  • 1 Please note Bernard Wientjes stepped down as Chair of KPMG N.V.’s Supervisory Board on 30 November 2021 and was succeeded by Roger van Boxtel.
  • 2 Supervisory Board members appointed on the recommendation of the Works’ Council are, by law, members of the Board’s Remuneration & Appointment Committee. Of the current members, this provision applies to Jolande Sap.
  • 3 NA = Not applicable

Following members did not prolongue their first term in 2020/2021:

Harry van Dorenmalen

1 September 2017

2017-2021

NA[1]

  • Remuneration & Appointment (Chair)

  • Assurance Quality (member)

René Steenvoorden

1 September 2017

2017-2021

NA[1]

  • Assurance Quality (member)

  • Audit & Risk (member)

  • 1 NA = Not applicable

Currently, we have two vacancies on the Supervisory Board (one for the Chair of the Remuneration & Appointment Committee and one for a member of the Audit & Risk Committee). Appointments will be made to these vacancies as soon as possible.

Independence

All Supervisory Board members qualify as independent under the terms of the Dutch Corporate Governance Code and Audit Firms Supervision Act (as well as the firm’s own Supervisory Board Rules). Members’ independence is monitored by the Ethics & Independence unit, part of the firm’s Quality and Risk Management function. Supervisory Board members are obliged to notify KPMG N.V.’s Ethics & Independence Director of any material change in their positions. Members’ continued independent status is verified at all meetings of the Supervisory Board, and members must inform the Chair of any potential conflict of interest.

Diversity

The Supervisory Board aims for diversity in its membership in terms of age and gender, as well as educational, professional and cultural backgrounds. Board members should also complement each other in these areas. Diversity is built into our profile description for Supervisory Board members. We believe diversity strengthens the Board’s ability to carry out its role successfully. At the end of 2020/2021, 40% of KPMG N.V. Supervisory Board members were women, ahead of the firm’s 30% target.

Training & education

For all Supervisory Board members, there is a training curriculum, comprising:

  • Board programme training modules and meetings

  • Internal KPMG and other e-learning courses (covering subjects such as data privacy, Board independence and information protection)

All non-essential courses were put on hold this year because of the Covid-19 pandemic. There is also an extensive induction programme for new Supervisory Board members.

Board evaluation

The Supervisory Board undergoes an annual assessment; this assessment is carried out by the Supervisory Board itself – members of the Board of Management are not present. During the assessment, attention is paid to:

  • Functioning of the Supervisory Board, its committees and members

  • Interaction between members and with the Board of Management

  • Composition, profile and any need for additional training.

The assessment also focuses on events during the year from which lessons may usefully be learnt. It takes place during the financial year under consideration. Immediately after the assessment, Supervisory Board members decide on focus topics for the following year. The Supervisory Board and Board of Management also hold a joint session to assess their interaction.

In October 2021, the Supervisory Board carried out its annual assessment of the Board of Management. As part of this, interviews were held with Board of Management members to determine progress against agreed targets. Results from this assessment have been discussed with Board of Management members.

  • 1 These rules of procedure are compliant with the Audit Firms Supervision Act and measures introduced by the Royal Dutch Institute of Chartered Accountants as part of its 2014 Public Interest Report. For more information, see https://www.nba.nl/globalassets/projecten/in-het-publiek-belang/in_the_public_interest_summary_and_measures.pdf