Board activities in 2023/2024

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 and 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 KPMG N.V.’s people to show accountability and leadership)

During the year, the Supervisory Board held 11 meetings, based on the annual plan, each beginning with a closed preparatory session. Attendance at all regular meetings was 92%; no member was frequently absent. The meetings addressed a number of topics – some of which were part of the Board’s annual planning; others relating to events or developments during the year. Principal topics discussed in 2023/2024 were:

  • The investigation into answer sharing, including the preliminary 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 and innovation

  • Annual Integrated Report, with the Board discussing, among other things, the external auditor’s report prior to publication (in the presence of both the auditor and the Board of Management)

Functioning and activities of the 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 on the KPMG N.V. website (new window). Where necessary, committee meetings are attended by subject matter specialists.

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

2023/2024 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:

Remediation steps of the enhanced supervision program

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 and the International Standard on Quality Management (ISQM) 1

Attendance

Sandra Berendsen: 100%

Bernard Wientjes: 100%

Gosse Boon: 100%

Linda Hovius: 86%

Claartje Bulten: 100%

Kuldip Singh: 86%

During the year, the AQC paid significant attention to innovations within Assurance, watermarking ESG, and (potential) risks in the area of audit quality. Regarding the last of these, we discussed, in particular, the need for further actions to reach our Quality Performance Review (QPR) targets, as well as changes to the QPR process. The outcomes of external inspections on KPMG N.V.’s quality performance and engagement quality controls provide us with direction for the next steps. Meanwhile, we continue to focus on work volume management, to maximize the energy and motivation of KPMG N.V.’s people and maintain high audit quality. This aligns with our ongoing work to support the firm as it strengthens its supportive, ethical culture.”

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 European Union (EU)’s General Data Protection Regulation (GDPR)

Overseeing financing of operations, financial and non-financial reporting (including sustainability statement), the firm’s tax position, and the use of IT

Advising on accounts, budgets, and investments and monitoring delivery of the Trust & Growth strategy

2023/2024 meetings and other activities

The ARC met seven times in 2023/2024 in the presence of the Chief Operating Officer, Chief Financial Officer, and Head of the Internal Audit & Compliance Office. Representatives from the external auditor, PwC, were also present at relevant moments in several meetings. During the year, one closed meeting took place involving the ARC and PwC.

The main topics of discussion were:

Business plan, financial and business performance, tax, insurance, fraud risk, ERM, and “soft controls”

External audit scope, approach, fees, and annual management letter

Cyber security as part of the firm’s overall digital and data strategy

Enterprise service management

Internal audit and compliance plan, annual report, mergers and acquisitions strategy, and IT general controls

Findings from internal and external audits and follow-up actions

Financial statements and Annual Integrated Report for 2023/2024

GDPR compliance

Attendance

Gosse Boon: 100%

Claartje Bulten: 100%

Kuldip Singh: 86%

Pascal Visée: 100%

I became Chair of the ARC on August 1, 2024, taking over the position from Gosse Boon, whom we thank for his contribution to KPMG N.V. over the years.

In the ARC, we discuss COO- and CFO-related matters including financial planning and control, the internal control environment, risk management, and (the performance of) our internal business services. The ARC is keen to solidify KPMG N.V.’s strong internal control environment with a special focus on cyber security, GDPR, and privacy-related matters. In our rapidly changing environment – including the effects of CRSD in Assurance and AI in Advisory – adequate risk management remains a top priority. Moreover, in the coming years, we will carefully monitor the execution of the Business Services transformation project as a key enabler for future growth."

Pascal Visée
Chair of the 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 the Supervisory Board on the appointment or dismissal of external auditors

2023/2024 meetings and other activities

The RAC held six meetings during the year, with the CEO and Chief Human Resources Officer present for most agenda items.

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; IDE; and psychological safety

Search for and selection of a new Supervisory Board Chair and new members of the Supervisory Board

Overseeing the firm’s policies and procedures for the appointment of partners and directors

Setting of key performance indicators (KPIs) and performance assessment for members of the Board of Management

Attendance

Linda Hovius: 100%

Sandra Berendsen: 100%

The RAC held six regular meetings in 2023/2024, discussing topics including culture and values; psychological safety and the freedom to speak up; employee engagement; rewards and recognition; talent development, retention, and attrition; and IDE. We expressed our concerns about the apparent challenges to increase diversity in the organization and meet the targets set, while recognizing all the efforts put into this by management. The RAC was also fully engaged during the year in the search for a new Chair of the ARC (welcoming Pascal Visée in August), for a new ARC member, and for the new Supervisory Board Chair, in anticipation of the end of Bernard Wientjes’ term in March 2025. We are happy to see the organization recovering from the shock of the answer-sharing events and taking the learnings to heart, showing resilience and a forward-looking mindset in line with the firm’s values: together, for better!”

Linda Hovius
Chair of the Remuneration & Appointment Committee