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Articles by Lee Sentnor
2026 Shareholder Meeting Agenda
Forces of Influence: Factors Shaping the 2026 Proxy Season The 2026 proxy season once again arrives amid heightened complexity as boards face converging influences: changes in shareholder scrutiny and engagement, evolving proxy advisory standards, accelerating technological disruption, and shifting regulatory attention.
2026 Shareholder Meeting Agenda
Forces of Influence: Factors Shaping the 2026 Proxy Season The 2026 proxy season once again arrives amid heightened complexity as boards face converging influences: changes in shareholder scrutiny and engagement, evolving proxy advisory standards, accelerating technological disruption, and shifting regulatory attention.
Exercising Good Board Governance in M&A Due Diligence
Mergers and acquisitions (M&A) remain a powerful lever for corporate growth, transformation, and value creation. Yet, the risks inherent in these transactions are significant, and the consequences of poor due diligence by an acquiror can be long-lasting. Boards of directors play a critical governance role in helping to ensure that M&A deals are thoroughly vetted, strategically sound, and positioned for successful integration.
Exercising Good Board Governance in M&A Due Diligence
Mergers and acquisitions (M&A) remain a powerful lever for corporate growth, transformation, and value creation. Yet, the risks inherent in these transactions are significant, and the consequences of poor due diligence by an acquiror can be long-lasting. Boards of directors play a critical governance role in helping to ensure that M&A deals are thoroughly vetted, strategically sound, and positioned for successful integration.
Key Priorities for Compensation Committees in 2026
In the ever-evolving corporate landscape, organizations face transformational shifts driven by technological innovation, workforce expectations, and heightened stakeholder scrutiny.
The Harvard Law School Forum on Corporate Governance
BDO’s 2025 Board Survey Board of Directors, Corporate governance, Risk, ROI More from: Amy Rojik , BDO Amy Rojik is a National Managing Principal and Lee Sentnor is a Professional Practice Director at BDO. This post is based on their BDO memorandum. What’s on Deck for Growth? In today’s competitive landscape, organizations cannot afford to pause their growth objectives — even as they navigate ongoing market volatility and uncertain economic indicators.
Audit Committee Priorities for 2026
For audit committees (ACs), regulatory upheaval, economic shockwaves, and the pace of technological breakthroughs are converging to test the limits of board oversight. The current environment also means that yesterday’s playbook may no longer suffice in addressing these headwinds. These shifts present both challenges and opportunities, requiring ACs to refine their oversight, ask sharper questions of management, auditors, and other stakeholders, and clarify their roles within the board.
Guiding the Human Side of AI: Priorities for Compensation & Human Capital Committees
Article alarm print PRINT share For Compensation and Human Capital Committees (CHCCs), artificial intelligence represents far more than a routine technology upgrade, it’s a game-changer that’s reshaping the way companies operate and manage talent. Since generative AI burst onto the scene in 2022, companies have been compelled to rethink not only their business models, but also how they attract, develop, and support their people.
Audit Committee Requirements Practice Aid 2025
Audit committees are a critical component of building trust in capital markets and the committee work of overseeing financial reporting, compliance, internal & external audit is a year-round commitment. Audit committee duties, responsibilities, and disclosures for public companies are numerous and are governed by regulation and rulemaking, U.S. stock exchange listing standards, and evolving corporate governance leading practices.
Trust and Communication: Bridging the Gap Between the Board and C-Suite
Hard times come in many shapes and shades. For one CEO it happened when his board appointed a president to manage the day-to-day, internal operations, so the CEO could focus externally. It seemed like a fair and helpful plan, except no one on the executive leadership team was supportive of the candidate the board put forward, and the board ignored their input, eroding trust and disrupting the very operations they were hoping to improve.
Top 5 Boardroom Conversations on Technology Governance
Technology is no longer just an operational tool; it is a core driver of strategy, risk, and opportunity. For boards, the imperative to innovate is matched only by the responsibility to govern technology effectively. As organizations harness emerging technologies, the boardroom must be equipped to navigate complex issues ranging from regulatory compliance and risk management to cultural alignment and investment prioritization.
Internal Audit: Essential Questions for Board Directors in their Oversight Role
In today's rapidly evolving business landscape, the internal audit (IA) function's role has become more valuable in helping organizations create and sustain long-term shareholder value. IA provides objective assurance, advice, insight, and foresight leveraging a risk-based approach. Board oversight and support of the internal audit function is essential to its effectiveness.
2025 Shareholders Meeting Agenda: Proactive Board Oversight Amid Significant Uncertainty and Change
Board of Directors, Corporate governance, dei, ESG More from: Amy Rojik, Lee Sentnor , BDO Amy Rojik is a National Managing Principal and Lee Sentnor is a Professional Practice Director at BDO. This post is based on their BDO memorandum. Board directors once again enter proxy season against a backdrop of significant change.
5 Ways Good Boards Go Wrong in Their Oversight of Cybersecurity
Companies across all industries continue to face a growing landscape of cyber risks, including vulnerabilities from third-party providers and technology integrations. What separates companies who successfully recover after incidents from those who suffer significant consequences?
2025 Shareholder Meeting Agenda
Proactive Board Oversight Amid Significant Uncertainty and Change Board directors once again enter proxy season against a backdrop of significant change. On a broad scale, supply chains and business operations continue to see impact from mounting geopolitical tensions, changing trade, tariff and tax policies, and ongoing price and interest rate pressures globally.
2025 Shareholder Meeting Agenda
Board directors once again enter proxy season against a backdrop of significant change. On a broad scale, supply chains and business operations continue to see impact from mounting geopolitical tensions, changing trade, tariff and tax policies, and ongoing price and interest rate pressures globally.
Audit Committee Priorities For 2025
In an era when the business landscape is characterized by rapid changes and rising uncertainties, the need for robust governance oversight has never been more critical. As organizations strive to navigate an increasingly complex business environment, the role of the board in overseeing enterprise risk management, financial reporting, and compliance becomes paramount.
Leading Audit Committee Priorities to Know in 2025
In an era when the business landscape is characterized by rapid changes and rising uncertainties, the need for robust governance oversight has never been more critical. As organizations strive to navigate an increasingly complex business environment, the role of the board in overseeing enterprise risk management, financial reporting, and compliance becomes paramount.
Compensation Committee Priorities to Know in 2025
BDO’s Compensation Committee Priorities for 2025 outlines key areas of focus in the evolving landscape of executive compensation, including the pressing issues surrounding executive pay, the profound impact of technology on human capital, and the critical oversight of talent strategy.
Nomination and Governance Committee Priorities for 2025
The nomination and governance (N&G) committee is the backbone of the board. With responsibilities shaped by economic, industry, geopolitical, and other market influences, N&G committees are tasked with capturing elements that lead to effective leadership inside and outside the boardroom, fostering stakeholder confidence.
Audit Firm Business Models – What Audit Committees May Want to Know
As the audit profession continues to evolve to satisfy changing business needs while prioritizing high quality audits for the investment community, firms are taking different approaches toward a sustainable future.
2024 Shareholder Meeting Agenda
Introduction: 2024 Shareholder Priorities Over the last year, public companies entered a new age of disclosure, where the margin of error has virtually disappeared in the eyes of many stakeholders. 2023 saw the introduction of major global regulations, continuing labor stressors including sector-halting strikes, new technology-related risks, and a surge in new sustainability-related stakeholder expectations of companies.
Audit Committee Priorities for 2024
The purview of the audit committee (AC) continues to evolve to take on a widening array of topics and challenges. Organizations will continue to face economic uncertainty, regulatory changes, emerging technology, sustainability, and labor market challenges in the coming year.
Compensation Committee Priorities for 2024: Navigating the Latest Compensation Trends
Compensation committees (CCs) face a critical and urgent challenge: designing competitive compensation strategies in a world where the economy is unpredictable, leader accountability is expected to go beyond the bottom line, and sought-after talent is scarce.
Navigating the Latest Compensation Trends: Attracting and Retaining Top Talent
Compensation committees (CCs) face a critical and urgent challenge: designing competitive compensation strategies in a world where the economy is unpredictable, leader accountability is expected to go beyond the bottom line, and sought-after talent is scarce.
Nominating and Governance in the Spotlight: Excelling in Board Leadership
The responsibilities of the nomination and governance (N&G) committee are impacted by the continually unpredictable landscape. N&G committees are laser-focused on prioritizing effective leadership and board governance to direct their companies in achieving long-term shareholder value. But how can these committees successfully execute their mandates in 2024?
2023 Audit Committee Transparency Barometer
Audit committees play a pivotal role in instilling trust in capital markets through their oversight of the financial reporting and audit process. In order for investors, regulators and other stakeholders to have that trust, they must be able to understand who the audit committees are and what they do to earn that trust. Disclosures in public proxy statements are a significant tool that audit committees have at their disposal.
Audit Quality Reminders Through the Lens of the Audit Committee
2022 Observations and Applications In September 2023, the PCAOB staff’s released its annual observations and takeaways from conversations with audit committee chairs of U.S. public companies during the 2022 inspections of audit firms. This information gathering continues to support the PCAOB’s strategic priority to engage directly and regularly with audit committees and has resulted in conversations with over 200 directors for the fourth consecutive year.
Nominating & Governance Committee Priorities for 2023
Governance Oversight Responsibilities and Documentation Governance processes and policies drive successful governance and should be established, clearly documented and communicated, and revisited annually or more frequently if necessary. The N&G committee ensures that oversight responsibilities are captured within the appropriate charters.
Audit and Risk Committee Priorities for 2023
Financial Reporting Financial reporting continues to present challenges based on the dynamic macroeconomic environment – e.g., inflation, supply chain constraints, the war in Ukraine and COVID-19 – as well as emerging trends – e.g., use of digital assets, increased cybersecurity threats and climate change impacts. BDO’s publication 2022 AICPA SEC & PCAOB Conference Highlights provides insight into these matters and other accounting and reporting issues.
Compensation Committee Priorities for 2023
Human Capital Oversight – A Broader Remit As discussed in BDO’s 2022 Compensation Committee Priorities, the role of the compensation committee is expanding into human capital management (HCM) oversight. A recent Center On Executive Compensation survey found that almost two-thirds of member companies have formally broadened the role of the compensation committee by either expanding the charter (35%) or both the charter and the committee name (32%) – e.g., Human Capital Committee.
What’s on the Minds of Corporate Directors Heading Into 2023
Purpose, Values, and Culture Where has the strategy gone? Risk Management Communications and Reporting BDO was a corporate sponsor of and active participant in several leading governance summits held in the fall of 2022 including the Association of Audit Committee Members Inc., Corporate Board Member and the National Association of Corporate Directors.
Board Oversight of Cybersecurity
The board’s role in the oversight of organizational risk is increasingly complicated by cybersecurity concerns. Cybersecurity risk affects companies in many ways. The board's responsibility for cyber risk oversight should be clearly documented and communicated, involving various committees such as risk, audit, and compliance. Cybersecurity oversight should be collaborative, integrating technological innovation and related risks.
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