During the past year, the Supervisory Board worked closely with KPMG N.V.’s Board of Management in several important areas:
Strategy and value creation (implementation of the firm’s long-term vision and strategy; digital & innovation; business growth; regulatory developments; new business models and services; and brand management)
Quality and independence (implementation of a vision/strategy for quality; policies, controls and measures to further improve quality and protecting independence and supporting a broader culture of quality within the firm)
Culture (helping the Board of Management create a culture that encourages high performance, innovation and integrity; supporting greater openness, diversity and inclusion and encouraging our people to show accountability and leadership)
During the year, the Supervisory Board held 6 meetings, based on the annual plan, each beginning with a closed preparatory session. In light of the investigation into answer sharing (new window) and the impact it had on both Boards, many further meetings were held on this subject during the year. Attendance at all regular meetings was 100%. The meetings addressed a number of topics – some part of the Board’s annual planning, others relating to events or developments during the year. Principal topics discussed in 2022/2023 were:
The investigation into answer sharing, including preliminary Root Cause Analysis (RCA), mitigating measures, and communication with stakeholders.
Recent developments in the firm’s operating environment, including the economic slowdown, rising prices, climate change and continued skills shortages within the profession
Trust & Growth, with the Board regularly reviewing progress on the firm’s strategy, focusing on quality, ESG and digital & innovation
Annual Integrated Report, with the Board discussing the external auditor’s report prior to publication (in the presence of both the auditor and the Board of Management)
Work of Supervisory Board Committees
The Supervisory Board operates through three committees: Assurance Quality, Audit & Risk, and Remuneration & Appointment. The terms of reference for these committees can be found online. Committee meetings are attended by subject matter specialists, where necessary.
Assurance Quality Committee (AQC)
|
Responsibilities |
Overseeing the firm’s system of controls affecting audit quality, independence, integrity and stakeholder/public interest |
|
|
Advising the Board of Management on quality performance |
||
|
Approving the long-term vision and strategy to further improve the firm’s approach to quality |
||
|
2022/2023 meetings and other activities |
All Supervisory Board members are also members of the AQC. AQC meetings are held in the presence of members of the Board of Management. The AQC held five meetings during the year. |
|
|
The main topics of discussion were: |
||
|
• |
Results of external inspections |
|
|
• |
Outcomes of Quality Performance and Engagement Quality Control Reviews |
|
|
• |
Annual ratings for the firm’s equity partners with respect to quality |
|
|
• |
Recent policy developments in the Dutch accountancy sector |
|
|
• |
Implementation of KPMG Clara (new window) and ISQM 1 (new window) |
|
|
|
||
|
I became Chair of the Assurance Quality Committee on 1 September, toward the end of a year marked by the investigation into answer sharing, the outcome of which shocked us all. The AQC agrees that what happened was unacceptable. We strongly encourage the remedial measures taken and support further improvements related to the assessment of mandatory training and internal culture. As the AQC, we were pleased to see the prioritization of audit quality. This is crucial, as being a leader in audit quality means maintaining a high level of focus. As we achieved a lower-than-targeted QPR score, our goal is to further improve our QPR scores and to strengthen audit quality through Root Cause Analysis, analyzing recurring findings and implementing improvements. We were pleased to see success in mandatory firm rotations. Finally, we will continue to monitor employee well-being and work volume in light of the measures management has taken to maintain KPMG N.V.’s supportive, ethical culture and its focus on psychological safety – and we look forward to seeing further measures in the near future." |
|
Sandra Berendsen |
|
|
Chair of the Assurance Quality Committee |
|
Audit Risk Committee (ARC)
|
Responsibilities |
Monitoring the functioning of the firm’s ERM framework, as well as compliance with laws and regulations, including the EU’s General Data Protection Regulation (GDPR) |
|
|
Overseeing financing of operations, financial and non- financial reporting, the firm’s tax position, and the use of IT |
||
|
Advising on accounts, budgets and investments, and monitoring delivery of the Trust & Growth strategy |
||
|
Nominating, selecting, assessing and maintaining regular dialogue with the firm’s external auditor[1] |
||
|
2022/2023 meetings and other activities |
The ARC met 7 times in 2022/2023 in the presence of the Chief Operating Officer, Chief Financial Officer and Head of the Internal Audit & Compliance Office. Representatives from the new external auditor PwC were also present at relevant moments in several meetings. During the year, one closed meeting took place involving the ARC and the previous external auditor BDO. |
|
|
The main topics of discussion were: |
||
|
• |
Business plan, financial and business performance, tax, insurance, fraud risk, ERM and 'soft controls' |
|
|
• |
External audit scope, approach and fees, and annual management letter |
|
|
• |
Cybersecurity as part of the firm’s overall digital and data strategy |
|
|
• |
Enterprise service management |
|
|
• |
Internal audit & compliance plan and Annual Report, M&A strategy and IT general controls |
|
|
• |
Findings from internal and external audits and follow-up actions |
|
|
• |
Annual accounts and Annual Integrated Report for 2022/2023 |
|
|
• |
GDPR compliance |
|
- 1 The external auditor is assessed annually, using the following criteria: professional performance, communications, independence and professional criticism, and expertise/composition of the audit team. The auditor’s independence is also (re-)confirmed every year. We started working with a new external auditor in 2022/2023: PwC Netherlands.
|
|
The past year saw new COO and CFO leadership. The ARC is pleased to observe that these personnel changes have left unchanged the high ambition levels and continuous improvement mindset in the finance/IT areas. Internal controls and reporting remained at high levels. Furthermore, it is encouraging that fruitful cross-fertilization between Finance/IT and Advisory took place e.g. in the areas of enterprise service management (ServiceNow) as well as the maturity assessments of cyber security and GDPR, respectively." |
|
Gosse Boon |
|
|
Chair of the Supervisory Board’s Audit & Risk Committee |
|
Remuneration & Appointment Committee (RAC)
|
Responsibilities |
Overseeing remuneration, selections and (re-)appointments |
|
|
Monitoring compliance with policies related to remuneration and appointments |
||
|
Reviewing performance of Board of Management members |
||
|
Advising Supervisory Board on appointment or dismissal of external auditors |
||
|
2022/2023 meetings and other activities |
The RAC held 5 meetings during the year, with the CEO and Chief HR Officer present for most agenda items. |
|
|
At these meetings, the main topics of discussion were: |
||
|
• |
Results of the annual Global People Survey (and follow-up actions), together with Young Board representatives. |
|
|
• |
Overview of the firm’s People Agenda, including talent management; culture; inclusion, diversity & equity; and psychological safety |
|
|
• |
Search for and selection of a new Supervisory Board Chair, a new member of the Supervisory Board, and a new Head of Assurance |
|
|
• |
Overseeing the firm’s policies and procedures for the appointment of partners and directors |
|
|
• |
Setting of key performance indicators and performance assessment for members of the Board of Management |
|
|
|
||
|
|
We enjoyed a regular agenda for the RAC and productive and insightful RAC meetings for the most part of the year, discussing topics like culture, psychological safety, diversity and inclusion, talent development, reward & recognition, retention and attrition. The last quarter has had its challenges, given the stepping down of both the Chairman of the Supervisory Board and the Head of Assurance, and the conclusion of Jolande Sap’s final term. In that regard, we were very happy to see Sandra Berendsen join RAC and the Supervisory Board on 1 September 2023. |
|
We were pleased to see high retention scores, considering the current skills shortage, while at the same time the company is upping the ante of performance management. KPMG N.V.’s human approach remains incredibly important to both of those things, something that was confirmed in our conversations with representatives from the Young Board Now, who enthusiastically give constructive and honest feedback and with whom we greatly enjoy working as RAC. Operational effectiveness of the HR systems and diversity and inclusion were further topics of attention for the RAC, as they are crucial for an impactful and efficient HR organization.” |
|
|
Linda Hovius |
|
|
Chair of the Remuneration & Appointment Committee |
|