Our system of governance is based on checks and balances. These help ensure we take the best possible decisions. We have a formal governance structure, including a Supervisory Board and a Board of Management. This structure is supported by internal policies, controls and a Code of Conduct (new window), which sets out our values and commitment to responsible business.
Our legal structure
KPMG N.V. is, in effect, a holding company for our assurance, advisory and business services activities[1]. All shares in KPMG N.V. are held by Coöperatie KPMG U.A. Our equity partners are members of this cooperative through their professional companies. These partners provide services to KPMG clients under a management agreement with the cooperative. Under Dutch law, Coöperatie KPMG U.A. Board members are considered co-policymakers, which means they must comply with the ‘fit-and-proper’ rule for Management or Supervisory Board members[2].
Legal structure
Note: KPMG Accountants N.V.’s Board of Management acts as the formal policymaker under the terms of the Audit Firms Supervision Act in the Netherlands. The Board of Management of KPMG N.V. acts as co-policymaker. Our Assurance leadership team is responsible for the operational management of KPMG Accountants N.V. Members of this leadership team are also qualified co-policymakers under the Act.
External regulation
The Authority for the Financial Markets (new window) (AFM) is responsible for overseeing audit firms in the Netherlands. This oversight is based on two Acts:
To operate, all audit firms must have a license from the AFM. KPMG N.V. maintains an active, two-way communication with the AFM, which conducts regular inspections of KPMG N.V., as do the PCAOB and the NBA. Please see Performance on quality (new window) for more information on recent inspections.
In the Netherlands, audit clients – if they are classified as ‘public interest entities (PIEs)’, according to Dutch law – must change their audit firm at least once every ten years (or two terms of five years each). In addition, there is a four-year cooling-off period before a former auditor may be re-hired. We also endorse the principles and best practices in the Dutch Corporate Governance Code (new window); we are committed to adhering to these principles and practices to the extent they may be reasonably applied to an unlisted firm such as KPMG.
At international level, KPMG regularly discusses industry matters with the International Forum of Independent Audit Regulators (new window) (IFIAR) and representatives from the Committee of European Auditing Oversight Bodies (new window) (CEAOB).
See Maintaining quality in our work (new window) for more information on our compliance with industry policies and procedures.
Code of Conduct and other internal controls
Our formal system of governance is supported by a Code of Conduct (new window); this Code applies to all KPMG member firms. All employees are required to abide by the Code’s provisions. In addition to KPMG’s values, the Code also sets out the firm’s commitments in areas ranging from compliance with laws, regulations and standards, to maintaining quality, fair competition and independence. The Code also details employees’ responsibilities – the conduct and behavior we expect of the people working for us. To support this Code, we have processes that allow personnel to report suspected violations without fear of retaliation. These include a dedicated whistle-blower hotline, open to third parties as well as KPMG employees, who are protected by using this channel. Aside from the Code, we have extensive internal policies and controls, covering areas such as quality, risk management, remuneration, document retention, data privacy, a Supplier Code of Conduct, and a disciplinary policy that addresses potential breaches of rules, regulations or standards. Largely through mandatory training, we make sure partners and employees are fully informed of internal controls. In 2021/2022, 80% of our Board members, partners and employees, for example, completed training on the firm’s anti-corruption policies and procedures.
Role of Board of Management and Supervisory Board
We have a two-tier management structure:
Our Board of Management (new window) manages the firm. It is responsible for strategy, performance and value creation.
The work of the Board of Management is overseen by our Supervisory Board, which operates in part through three committees: Assurance Quality (new window), Audit & Risk (new window) and Remuneration & Appointment (new window).
Our Supervisory Board comprises six members. These members are all external and independent of the firm’s management. All Supervisory Board members are appointed by the shareholder, Coöperatie KPMG U.A. In 2022, two new members were appointed to our Supervisory Board: Linda Hovius (new window) and Kuldip Singh (new window). Our Board of Management is made up of four members: our CEO, Chief Operating Officer and Heads of our Advisory and Assurance businesses. At the beginning of 2022/2023, Marc Broskij (new window) joined the Board of Management as Chief Operating Officer, succeeding Rob Kreukniet.
Supervisory Board members are elected for terms of up to four years, and may serve no more than two terms. Our Supervisory Board members are also considered co-policymakers under the Dutch Audit Firms Supervision Act. Board of Management members are appointed by our Supervisory Board, following approval by shareholders. Members may serve up to a maximum of eight consecutive years.
We aim for diversity among members of both our Board of Management and Supervisory Board. We believe this diversity makes for better long-term decision-making. Diversity is built into the rules of procedure and profile descriptions for both the Board of Management and Supervisory Board. Under the rules, our aim is to have a minimum of 40% women (or, if applicable, 40% men) on the Board of Management. We increased this target in 2022 from 30% previously[3]. Steps to achieve this are included in our broader Inclusion, Diversity and Equity (new window) program. For the Supervisory Board, we have achieved our new target (of 50% women/men) – our aim is to maintain this balance in future.
For more information, see our Supervisory Board Report (new window). Our Supervisory Board and Board of Management Rules may also be found online on the KPMG N.V. website (new window).
- 1Please note that the contents of this Governance chapter relate to KPMG N.V., but also apply equally to KPMG Accountants N.V. (our Assurance business), as well as KPMG Advisory N.V. and KPMG Staffing & Facility Services B.V.
- 2To qualify, Board members must demonstrate their fitness in several areas, including governance, organization, business conduct, and balanced and consistent decision-making, as defined under the Audit Firms Supervision Act (new window) (Wet toezicht accountantsorganisaties) and the Audit Firms Supervision Decree (new window) (Besluit toezicht accountantsorganisaties).
- 3At the end of 2021/2022, women made up 25% of KPMG N.V.’s Board of Management.