建立卓越的董事會 - 全球市場動向調查（21頁）.pdf

1、Building a great Board KPMG Board Leadership Centre Global Pulse surveyChina/Hong Kong Edition - GET STARTED ContentsBuilding a great board: Global views on board composition 02Five takeaways 03Survey respondents 04Key findings Board compositionand alignment with strategyas a key priority 05 Barrier

2、s to building high-performing boards 07Succession planning is critical, but few have a formal plan 08Mechanisms to achieve the “right” composition 09How boards are positioning themselves for the future 10Around the world: Notable country and industry trends 11Benchmark your views on building a high-

3、performing board 12Appendix: Country results 13 201? KPMG International Cooperative (“KPMG International”), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG International. KPMG International provides no client services. No member firm has any authority t

4、o obligate or bind KPMG International or any other member firm vis-vis third parties, nor does KPMG International have any such authority to obligate or bind any member firm. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International.Learn more at board

5、room talent with the companys strategy is a key driver of many boards increasing focus on board composition and succession planning today. Indeed, talent in the boardroom is also front and center for investors, regulators, and the media: Does the board have the skills and expertise as well as the di

6、versity and variety of perspectives that are essential to being effective in their oversight roleand to contribute to the long-term success of the company? To better understand the tools and approaches that directors are using to achieve the right mix of skills, backgrounds, experiences, and perspec

7、tives in the boardroomwhat works, what doesnt, and what might get in the waywe surveyed more than 2,300 directors and senior executives in 46 countries/jurisdiction around the world including 158 from China/Hong Kong. We also explored these issues through interviews with board members and business l

8、eaders from six countries/jurisdictions for the latest edition of Global Boardroom Insights from KPMGs Audit Committee Institutes.1Taken together, the interviews and survey results show that many boards are reassessing how they approach board composition from start to finishfrom recruiting and onboa

9、rding to board evaluation and succession. As one director noted, “Getting the right people with the right skills, both technically and personally, is as much an art as it is a science, but board composition can be far more systematic than simple guesswork. ” As our survey findings show, directors in

10、 China/Hong Kong see much room for improvement; only 35 percent said they are “satisfied, ” and 58 percent “somewhat satisfied” that their board has the right combination of skills, background, and experiences. The survey identifies some of the key challenges or barriers to building high-performing

11、boards, as well as steps boards are taking to overcome these hurdles and position themselves as strategic assets for their companies.We hope these results and observations will help facilitate robust boardroom conversations about board composition and succession planning, and provide some insights t

12、o assist boards as they tackle the difficult challenge of building and maintaining the “right” board. KPMGs Audit Committee Institutes1 KPMG Audit Committee Institutes, Global Boardroom Insights: Building a Great Board.Building a great board: Global views on board composition 201? KPMG International

13、 Cooperative (“KPMG International”), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG International. KPMG International provides no client services. No member firm has any authority to obligate or bind KPMG International or any other member firm vis-vis

14、third parties, nor does KPMG International have any such authority to obligate or bind any member firm. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International.Learn more at 3Five takeaways:A China/Hong Kong PerspectiveBoard compositionand alignment

15、with strategyis a key priority. Given the demands of todays business and risk environmentnot to mention increasing scrutiny by investors, regulators, and the mediaa critical priority for most every board is to align boardroom talent with company strategy, both for the short-term and the long-term as

16、 the strategy evolves. Survey respondents identified several related reasons for this intense focus on board composition, including the need for greater diversity, and the need for directors with an understanding of the competitive environment, the pace of technology change, and the potential disrup

17、tors of the companys business model. Significant barriers exist to building a high-performing board. The barrier most frequently cited by China/Hong Kong survey respondents was “finding directors with both general business experience and specific expertise needed by the company” (63 percent). Resist

18、ance to change due to “status quo” thinking ranked second (55 percent), followed by Identifying the boards future talent needs (46 percent). Despite wide recognition of the importance of succession planning in achieving optimal board composition, few boards have a formal succession plan in place. Wh

19、ile the vast majority of survey respondents said that a formal board succession plan is a key mechanism to achieving the right board composition, only 26 percent reported having either a formal succession plan in place or in process.There are important mechanisms to help maintain optimal board compo

20、sitionbut they are often underutilised. Respondents overwhelmingly cited robust board evaluations (84 percent) and formal succession plans (75 percent) as the most effective mechanisms to achieve the right board composition. However, as noted above, few boards have formal succession plans in place,

21、and one-third cite “lack of robust board and individual director evaluations” and “difficulty in removing underperforming directors” as among the greatest barriers to building and maintaining a high-performing board.Generating the necessary change and turnover to achieve the “right” board compositio

22、n requires an active approach. The survey findings point to the need for a strategic, integrated approach to board succession planning, composition, and diversity, which should be part of discussions by the full board about long-term strategy. Of course, robust board and individual director evaluati

23、ons are also criticaland a key area that requires attention by many boards. 201? KPMG International Cooperative (“KPMG International”), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG International. KPMG International provides no client services. No mem

24、ber firm has any authority to obligate or bind KPMG International or any other member firm vis-vis third parties, nor does KPMG International have any such authority to obligate or bind any member firm. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG Inter

25、national.Learn more at 424%16%10%8%7%7%7%6%4%3%3%3%3%Banking/financial servicesIndustrial manufacturing/chemicalsRetail/consumer goodsTechnology/softwareEnergy/natural resourcesHealthcareInsuranceReal estateTransportationBuilding/constructionCommunications/mediaPharmaceuticalsHigher educationAngolaA

26、rgentinaAustraliaAustriaBahrainBelgiumBermudaBrazilCanadaChileChina/Hong KongColombiaDenmarkFinlandFranceGermanyGhanaIndiaIndonesiaIrelandIsraelItalyJapanKoreaLuxembourgMalaysiaMaltaMexicoNetherlandsNew ZealandNigeriaPhilippinesPolandPortugalQatarSaudi ArabiaSingaporeSouth AfricaSpainSwitzerlandTaiw

27、anTurkeyUnited Arab EmiratesUnited KingdomUnited StatesVietnam = 20 or more responsesNon-executive directorAudit committee chair or memberC-level/senior managementCompensation committeechair or memberNominating/governance committee chair or memberNonexecutive chair or lead directorOther41%39%27%21%1

28、8%17%13%Multiple responses allowedBy title/roleBy industry*Participating countries/jurisdictions* Note: Those who selected “Other” have been excluded.Survey respondents 201? KPMG International Cooperative (“KPMG International”), a Swiss entity. Member firms of the KPMG network of independent firms a

29、re affiliated with KPMG International. KPMG International provides no client services. No member firm has any authority to obligate or bind KPMG International or any other member firm vis-vis third parties, nor does KPMG International have any such authority to obligate or bind any member firm. All

30、rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International.Learn more at 5Board compositionand alignment with strategyis a key priority.A prior KPMG survey2 showed that the boards involvement in strategy has increased in the last three years, and that is su

31、pported by this latest pulse survey, but from a board-talent perspective. Given the demands of todays business and risk environmentnot to mention increasing scrutiny by investors, regulators, and the mediait comes as no surprise that a critical priority for boards today is to align boardroom talent

32、with company strategy, both for the short-term and the long-term as the companys strategy evolves. The directors we interviewed agreed. As one board member told us, “Whether its addressing a gap around technology or finding people who have international experience, talent needs to be part of the str

33、ategy discussion. ” Another said, “Strategy is the number one reason that boards are looking at their skill sets and composition. Where are the boards gaps in relation to the companys strategy?”More than half of those polled cited the need for greater diversity in backgrounds and perspectives. One d

34、irector noted, “Diversity in terms of the background of board members is important, both in terms of technical knowledge or specialty and in terms of business knowledge and international experience. ” Survey respondents identified several other reasons for this intense focus on board composition, in

35、cluding the need for directors with an understanding of the competitive environment, the pace of technology change, and the potential disruptors of the companys business model. One board member told us, technology is “about staying competitive, ” and finding directors with “seasoned business experie

36、nce and an understanding of technology is a real challenge. ” In comparison to global results, a greater investor focus and concerns about board composition in China/Hong Kong stands out as a driver for boards thinking about their composition.What challenges or concerns are most influencing how your

37、 board is thinking about its current and future compositionskill sets, backgrounds, experiences, and perspectives?QAlignment of board talent with the companys 3- to 5- year strategyNeed for greater diversity of viewpoints/backgroundsBusiness model disruption and other competitive threats75%77%61%63%

38、54%52%2 KPMG Pulse Survey, “Calibrating Strategy and Risk: A Boards Eye View, ” 2015.Multiple responses allowedGlobalChina/Hong Kong34%Pace of technology change30%30%Need for international perspective/experience34%21%Investor focus/concerns about board composition31%17%Cyber risk 8%8%Other 4% 201? K

39、PMG International Cooperative (“KPMG International”), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG International. KPMG International provides no client services. No member firm has any authority to obligate or bind KPMG International or any other mem

40、ber firm vis-vis third parties, nor does KPMG International have any such authority to obligate or bind any member firm. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International.Learn more at 6Two thirds of directors in China/Hong Kong polled see room

41、 for improvement when it comes to the boards overall ability to challenge management and help steer the company through uncertainty. Just 35 percent of those surveyed in China/Hong Kong said they are satisfied that their board has the right combination of skills, backgrounds, experiences, and perspe

42、ctives to probe managements strategic assumptions and help the company navigate an increasingly volatile and fast-paced global environment, while the majority said they are only somewhat satisfied (58 percent) or not satisfied (7 percent). One board member emphasised the importance of diversity of i

43、ndustry and entity in the boardroom, e.g., recruiting directors with backgrounds in academia, government, civil society, as well as entrepreneurs and those from family businesses. “It goes back to talent, ” she noted. “A talented person will raise alternatives and scenarios. Theyll do it in a colleg

44、ial way that gets the board thinking about different possibilities. Real diversity of thought requires diversity of experience . so diversity is a much larger issue than just gender or age. Theres a broader strategic context and importance to diversity that boards need to consider. ”How satisfied ar

45、e you that your board has the right combination of skill sets, backgrounds, experiences, and perspectives to probe managements strategic assumptions and help the company navigate an increasingly volatile and fast-paced global environment?SatisfiedSomewhat satisfiedNot satisfied49%58%36%35%14% 7%QGlo

46、balChina/Hong Kong1%Other0% 201? KPMG International Cooperative (“KPMG International”), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG International. KPMG International provides no client services. No member firm has any authority to obligate or bind K

47、PMG International or any other member firm vis-vis third parties, nor does KPMG International have any such authority to obligate or bind any member firm. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International.Learn more at 7Significant barriers exi

48、st to building a high-performing board. The barrier most frequently cited by China/Hong Kong based survey respondents was “finding directors with both general business experience and specific expertise needed by the company” (63 percent). Resistance to change dive to status quo thinking ranked secon

49、d (55 percent) followed by identifying the boards future talent needs (46 percent). These top three barriers are consistent with the ones facing directors globally.“Companies should be forward-looking when appointing directors, otherwise the composition and expertise of the board may not be in line

50、with the companys current stage of development, ” agreed one director we interviewed. “A status quo bias is a huge impediment to maintaining a high-performing board. ” A number of survey respondents highlighted the importance of effective director recruitment and selection, and “including the board