Amy Rojik is managing partner of corporate governance at BDO USA, and director and founder of the BDO Center for Corporate Governance. We discuss current trends in governance, including how boards are adapting to a more dynamic risk environment, the increased polarization over ESG, and other stakeholder matters. We also explore some of the most pressing challenges in CEO succession and compensation, as well as the role of shareholder activism and engagement in shaping board agendas. Looking ahead, Amy shares her thoughts on future governance challenges and the ongoing evolution of board structures to meet them. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel.
(0:00) Intro
(1:13) About the podcast sponsor: The American College of Governance Counsel
(2:00) Start of interview
(2:45) Amy's origin story
(3:25) Her start in corporate governance
(5:02) About the implosion of Arthur Andersen (she worked there from 1993 to 2002)
(7:00) Her time at BDO USA for the past 21 years and founding the BDO Center for Corporate Governance
(11:50) AI governance and board approaches to new technologies.
(13:53) Technology savviness or literacy of directors.
(15:32) Where does technology and AI fit in the board (full board v. committees)
(17:53) Climate disclosures and evolution of ESG "ESG is considered a four-letter word at this point"
(21:26) Evolving geopolitical landscape and challenges to globalization.
(24:25) CEO Succession Challenges
(26:40) CEO Compensation Insights and Private vs. Public Company Governance (including VC and PE)
(33:30) Thoughts on new SEC guidance limiting shareholder proposals on ESG issues and expanding disclosure requirements for large asset managers ("passive investors") engaging with companies on ESG issues (shifting from 13G to 13D). The rise of private markets.
(38:33) Future Governance Challenges "[F]or the next 12 months; 1) strengthening of AI and technology usage and oversight, 2) Continuing to evolve enterprise risk management, and 3) Ensuring effective cybersecurity and data protection policies." Other than that: talent management, board evaluations.
(42:08) Evolving Board Structures
(44:07) Books that have greatly influenced her life:
(45:31) Her mentors.
(47:20) Quotes that she thinks of often or lives her life by: "Water finds its level." and "You'll never achieve what you don't make known that you want."
(48:19) An unusual habit or an absurd thing that she loves.
(48:54) The living person she most admires.
(49:50) BDO USA governance podcast
Amy Rojik is managing partner of corporate governance at BDO USA, and director and founder of the BDO Center for Corporate Governance.