Governance

Member firms in the KPMG organization are members in, or have other legal connections to, KPMG International, an English private company limited by guarantee. KPMG International acts as the coordinating entity for the overall benefit of the KPMG member firms but does not provide professional services to clients. Professional services to clients are exclusively provided by member firms.

Our structure is designed to support consistency of service quality and adherence to agreed values wherever in the world KPMG member firms operate. KPMG member firms commit to conduct their operations in compliance with a common set of values, standards and service quality expectations. Partners and employees within those firms commit to act with integrity at all times.

Under their membership and associated agreements with KPMG International, member firms are required to comply with KPMG International’s policies and regulations, including quality standards governing how they operate and how they provide services to clients. This includes having a structure that facilitates continuity and stability and being able to adopt global strategies, share resources (incoming and outgoing), service multinational clients, manage risk and deploy global methodologies and tools. Member firm Heads of Audit have direct responsibility for audit quality.

Individual member firms may consist of more than one separate legal entity. If this is the case, each separate legal entity will be responsible only for its own obligations and liabilities, unless it is expressly agreed otherwise.

A firm’s status as a KPMG member firm and its participation in the global organization may be terminated if, among other things, it has not complied with the policies and regulations set by KPMG International or any of its other obligations owed to it.

KPMG International and the member firms are not a global partnership, single firm, multinational corporation, joint venture, or in a principal or agent relationship or partnership with each other. No member firm has any authority to obligate or bind KPMG International any of its related entities or any other member firm vis-à-vis third parties, nor does KPMG International or any of its related entities have any such authority to obligate or bind any member firm.

Unless otherwise indicated, references in this document to a ‘firm’, ‘KPMG firm’, 'member firm' or 'member firms' are references to member firms of KPMG International.

KPMG International acts as the coordinating entity for the overall benefit of the KPMG organization. It facilitates audit quality across the organization by establishing common policies, processes and standards to be applied across member firms.

KPMG International’s governance bodies are comprised of the Global Council, the Global Board (including its Committees), the Global Management Team and the Global Steering Groups. Further detail on each of these is set out below.

As set out above, as at 1 October 2020, the KPMG International Governance Bodies and their functions are as follows:

The Global Council focuses on high-level governance tasks and provides a forum for open discussion and communication among member firms.

The Global Council elects the Global Chairman and also approves the appointment of Global Board members. It includes representation from 56 KPMG firms.

The Global Board is the principal governance and oversight body of KPMG International. The key responsibilities of the Global Board include; approving strategy, protecting and enhancing the KPMG brand, overseeing management of and approving policies and regulations. It also approves the admittance or termination of KPMG firms to/ from the global organization.

It is led by the Global Chairman, Bill Thomas, who is supported by the Executive Committee, consisting of the Global Chairman, the Chairman of each of the three regions and a number of other member firm Senior Partners. The list of Global Board members, as at 1 October 2020 is set out at our leadership page.

One Global Board member is elected as the lead director by those Global Board members who are not the Global Chairman, Global Deputy Chairman or members of the Executive Committee of the Global Board. A key role of the lead director is to act as the liaison between those board members who are not members of the Executive Committee of the Global Board and the Global Chairman with respect to issues raised during Executive Sessions of the Global Board.

The Global Board is supported in its oversight and governance responsibilities by several other Committees, including:

• the Executive Committee;
• Governance Committee;
• Investment and Technology Committee; and
• Global Quality, Risk & Reputation Committee.

The lead director nominates the chairs and members of certain Global Board Committees for approval by the Global Board.

The Global Board is also supported by the Global Audit Quality Committee. The overarching responsibility of the Global Audit Quality Committee is to strive for globally consistent audit quality across all firms and to oversee those KPMG International activities which relate to improving and maintaining the consistency and quality of audits provided by KPMG firms.

The Global Board has delegated certain responsibilities to the Global Management Team. These responsibilities include promoting the global strategy by working together with the Executive Committee, and jointly recommending the global strategy to the Global Board for its approval. The Global Management Team also supports KPMG firms in their execution of the global strategy and KPMG International decisions and policies by member firms, including by holding them accountable against their commitments.

The list of Global Management Team members is available in the KPMG Global Review and on the leadership section of the KPMG website.

The Global Head of Quality, Risk and Regulatory, Ed Cannizzaro, is a member of the Global Management Team and has global responsibility for KPMG’s system of quality controls, risk management, and ethics and compliance programs.

The Global Steering Groups represent the function and infrastructure groups of KPMG International and are the main driving groups of the organization’s governance. They act under delegated authority from the Global Board and oversight by the Global Management Team. Under the oversight of the GMT, they promote the execution of the global strategy and compliance with KPMG International decisions and policies by member firms. In particular the Global Audit Steering Group, Global Audit Quality Steering Committee and Global Quality & Risk Management Steering Group work closely with regional and member firm leadership to:

• establish and communicate appropriate audit and quality/ risk management policies
• enable effective and efficient risk processes to promote audit quality; and
• proactively identify and mitigate critical risks to the KPMG global organization.

The GASG is responsible for driving the member firms’ implementation of KPMG’s audit strategy, including standards of audit quality. The GASG works closely with the GQRMSG in relation to quality and risk matters related to audit.

The GASG is chaired by the Global Head of Audit, and includes the Heads of Audit from 10 of the largest KPMG firms, the Regional Heads of Audit, the Chief Operating Officer for Global Audit and the Global Audit Quality & Risk Management Partner.

The GAQSC is chaired by the Global Head of Audit Quality and includes: the Global Head of Audit, Global Head of Quality, Risk & Regulatory, Regional Audit Quality Leaders, country Heads of Audit Quality 10 of the largest KPMG firms, Global Services Centre Leadership, International Standards Group Leadership and the Head of the Global Audit Quality Monitoring Group.

The GAQSC is responsible for:

• monitoring and driving progress in global audit quality initiatives to improve the consistency and quality of audit execution throughout the organization, including the system of quality control;
• considering audit quality matters on a organization-wide basis (including issues arising through quality performance and regulatory reviews as well as root cause analysis), with a specific focus on those issues arising from the largest member firms;
• assessing and monitoring progress across the organization on how audit quality issues are being addressed by member firms and the organization a whole; and
• making recommendations to the GASG on policy changes related to audit quality issues.

The GQRMSG is chaired by the Global Head of Quality, Risk and Regulatory and includes the Global Head of Audit Quality; the Chief Operating Officer for Global Quality & Risk Management (GQ&RM); the Global Heads of Audit, Tax and Advisory; the GQ&RM Partners for Audit, Tax, and Advisory; the Global Head of Independence; the Global Head of People; the General Counsel; and the Risk Management Partners for each of the three regions and for certain Global Board member firms.

The GQRMSG is responsible for setting quality and risk management policies and procedures for the global organization and for providing associated guidance. These are documented in the Global Quality & Risk Management Manual available to all member firms and their personnel on a web-based platform. The GQRMSG is responsible — through the Quality Performance Review (QPR), the Risk Compliance Program (RCP), Global Compliance Reviews (GCR) and Area Quality and Risk Management Leaders (ARLs) — for monitoring:

• member firm compliance with GQRM policies, processes and system;
• proactive identification and mitigation of significant professional services risks faced by member firms; and
• performance of member firm professional services to drive and help ensure consistent high-quality work globally.

The Global Head of Quality, Risk and Regulatory appoints ARLs who serve a regular and ongoing monitoring and consultation function to assess the effectiveness of a member firm’s efforts and processes to identify, manage and report significant risks that have the potential to damage the KPMG brand.

Significant activities of the ARL, including member firm issues identified and related member firm response/ remediation, are reported to GQ&RM leadership.

The objectives of the ARL role are to:

• assist GQ&RM leadership in the monitoring of member firms’ quality and risk activities;
• work with GQ&RM leadership and the International Office of General Counsel (IOGC) when significant brand and legal risk issues occur to assist in ensuring that matters are handled effectively; and
• monitor the effectiveness of member firm remediation of significant issues, including identification of the root cause(s) of serious quality incidents.