Topics for Your Next Quarterly Board Meeting

Rising interest rates, market volatility and global tensions make today’s business environment fraught with uncertainty. Boards are in a prime position to assist their organizations by asking questions that help management evaluate options and consider varying perspectives when making challenging decisions.

Weaver, knowledgeable in advisory services, offers several topics to incorporate into the discussions at your next board and committee meetings, to generate productive discussion and illuminate prospective opportunities as well as challenges.

1. Are we properly evaluating expenses going into budgeting season?

Heading into the fourth quarter, most organizations are looking forward and preparing budgets for next fiscal year. Directors will be asked to review and approve budgets. Understanding the thought process deployed by management to evaluate and challenge budgeted expenses can be helpful in setting a plan that maintains stability and maximizes profitability.

• What are the key categories of expenses, both operational and administrative?
• How does demand, both internal and external drive changes, either up or down, within each expense category?
• What inflationary considerations are being added to the budgeting process, for both revenue and expense?
• Are there opportunities to reduce pricing for routine purchases of high volume items across the organization, divisions, and locations?
• Overall, how much should the organization be spending and where should those dollars be prioritized

2. How are we addressing the ‘S’ in ESG?

The “Social” element in ESG reporting has emerged as equal in importance to environmental sustainability initiatives. Sustainability and social responsibility encompass a broad range of non-financial issues that may affect an organization’s financial condition and performance. They may reference social issues, such as workplace diversity, health and safety, and consumer product safety risks.

When it comes to reporting, some common questions arise among boards and audit committees as they consider the implications for their organization. These include:

• Have we assessed the ESG disclosure criteria, separately for the E, S & G, and determined which information is most relevant?
• Do we have a strategy for identifying what information is available?
• Are our processes designed to produce accurate and complete information for our stakeholders?
• Who is responsible for defining our institutional strategy and overseeing information gathering through disclosure?

3. Twenty years after the adoption of SOX, is our compliance structure meeting the current requirements and needs of the organization?

Fewer acts of legislation have had a greater impact on what it means to be a director or executive of a publicly traded company than the Sarbanes-Oxley Act of 2002. In the two decades since the passing of this landmark legislation, much has changed in the business environment, as well as the lens through which internal control over financial reporting is assessed and the expectations for compliance.

Enhancements in system processing have become a key focus in building a smart control structure that leverages the automation available to most publically traded entities. Enhanced automation may shift the focus, at least partially, of how control activities are designed within your environment.

• How is the organization leveraging automation to enhance the control structure?
• How does the organization evaluate the design of access roles within critical applications and how systematic segregation of duties is achieved?
• Are there citizen developers within the environment that are automating processes or tasks that require a unique suite of development control activities?
• What is the ratio of manual controls in the environment vs. automated or application controls?​​​​​​​
• How is management evaluating and monitoring the ongoing operation of automated processes and tasks as things change over time?​​​​​​​

4. Has management evaluated the tax impact of the Inflation Reduction Act on our business?

The recently passed Inflation Reduction Act includes multiple provisions that could increase taxes for US business to aid in funding the climate, health care, and deficit relief proposals within the bill. The impact on US corporations will vary, but the need to evaluate and understand the significance of this legislation is critical.

• Has management reviewed and discussed this legislation with its tax professionals to evaluate how key provisions may impact the organization?
• Will our corporation be impacted by the modification of the alternative minimum tax to a 15% tentative minimum tax on “applicable corporations”?
• Does the company have any stock repurchase plans that could be subject to the new 1% tax on the fair market value of stock?
• Will the extension of business loss limitation rules through 2029 have an impact on our organization?

Weaver offers information and insights to prepare for your next board meeting. We can help you ask the right questions and determine appropriate plans of action based on topics and trends as they unfold. Subscribe to our monthly insights for articles and information to help you review your organization’s operations and prepare for change in an uncertain world.

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