On 4 February 2026, the Board Leadership Center welcomed Bart De Smet, Chairman of the Corporate Governance Committee, Chairman of the Board at Ageas, and Member of the Board at Euroclear, among others, and Ward Van Rie, Coordinator for the Supervision of listed companies at FSMA and member of the Corporate Governance Committee (representing Jean Paul Servais), for a discussion on corporate governance. During this event, we explored what good corporate governance looks like, warning signs for poor corporate governance, and the current dynamics impacting boards today.
Corporate governance ensures that a company is managed in a way that balances the interests of shareholders, management, and other stakeholders, while promoting accountability, transparency, and long‑term value creation. The roles of the board are essential and consist of (a) deciding on the strategy, (b) delegating the authority to the CEO and overseeing management, and (c) taking responsibility for oversight.
Looking at the broader landscape, we can see that boards are navigating one of the most complex environments in decades. As we highlighted in our recently released On the 2026 Board Agenda publication, board agendas this year will be shaped by a number of powerful and overlapping forces:
- The unprecedented combination of uncertainties, risks, and volatility call for deeper board engagement in strategy, particularly scenario planning, agility, crisis planning, and resilience.
- As companies forge ahead with artificial intelligence (AI) and Generative (Gen)AI initiatives, it’s also imperative for boards to stay current on the related opportunities and risks, including how GenAI and AI agents are being deployed, and how the company is managing and mitigating these risks.
- The explosive growth in the use of AI is prompting more rigorous assessments of companies’ data governance frameworks and processes, with a focus on data quality, data privacy and security, data stewardship, and data management.
- At the same time, companies must continue to upgrade their cyber defenses against fast-moving AI-driven and quantum computing threats. The risks of data breaches and security issues continue to mount, for example with AI enabling cybercriminals to scale their attacks in terms of speed, volume, variety, and sophistication.
- Though Omnibus has changed the regulatory landscape around sustainability reporting, boards should still keep material sustainability issues embedded in risk and strategy discussions and monitor management’s preparations for any sustainability reporting requirements as well as stakeholders’ expectations.
- A healthy Board-CEO relationship is of utmost importance. Achieving “healthy tension” in the boardroom – whereby the board advises the CEO and management team while maintaining objectivity, independence, and skepticism – isn’t easy. Striking this balance has become more challenging and more important given the tremendous pressure on boards and CEOs to deliver results.
- Refining board and committee risk oversight responsibilities requires diligence. The increasing complexity and convergence of risks requires a holistic approach to risk management and oversight. Investors, regulators, rating firms, and other stakeholders expect high-quality disclosures — particularly on cybersecurity, AI, human capital, consumer trends, and sustainability risks – about how boards and their committees oversee the management of these risks.
These issues are shaping the choices that boards must make every month, every quarter, and in some cases more frequently. In a 2025 Board Leadership Center survey of audit committee members and chairs in Belgium and the Netherlands, 88% of respondents indicated that the increased complexity of the business and risk environment – e.g., cybersecurity, AI, supply chains, workforce challenges – has the greatest impact on their focus and agendas.
This complex environment that boards are navigating requires them to engage in deeper strategic thinking and more proactive oversight. Governance is no longer “one more thing on the agenda,” it is the backbone of responsible corporate leadership. Boards must continuously scan the horizon, anticipate emerging risks, and understand how global events impact strategy, monitoring, and leadership.
Geopolitical tensions, innovation, and technology are redefining oversight responsibilities
The themes above “on the board agenda” each have a significant impact on boards and their oversight of the strategy, their monitoring of activities, and on their leadership. That said, it’s impossible to be an expert in every area and boards need to remain focused.
Looking at geopolitics, for example, boards will not be able to solve the problems of the world in their discussions. However, where they do play an important role is in considering the impact of global events on the company’s strategy and how its strategy may be changed as new risks arise.
Another recent headline on boards has been: where are we with AI?
The rapid acceleration of AI and GenAI is reshaping corporate activity. Boards increasingly need to understand not only the strategic opportunities but also the risks associated with deployment, yet they still feel underequipped to oversee AI, its governance, and ethical oversight, in part due to a general shortage of board talent across technology domains.
However, boards can mitigate this in a few ways:
- Create a technology committee. While this can be useful, boards should be mindful of creating too many subcommittees that risk delegating the responsibilities of the board itself. Subcommittees can be better engaged for finite periods of time or specific issues.
- Ensure that management has the right structure, strategy, and talent in place.
- Bring in external experts. To ensure that presentations are not only theoretical but also practical, boards should challenge management to provide concrete examples of what is and isn’t working. For example, on cyber, a board might have an external expert present on the regulatory obligation (theoretical) with a link to how it's dealt with in the company (the practical initiatives being taken). It’s also important that boards listen to the experts, then form their own views, taking ownership of their decisions.
- Show curiosity. Don’t be afraid to ask questions. If you don’t understand something, ask.
From geopolitics to ESG, these same concepts can be applied to other issues the board needs to tackle as well.
Board composition, culture, and dynamics matter more than ever
The global financial crisis and specific financial institutions failures have shown that deficiencies in internal governance and risk culture can often be seen as early warning signals or even a root cause of difficulties ahead. These deficiencies may then translate into poor decision-making, often resulting in imbalances between risk taking and control.
Governance and risk culture are essential features of a well-functioning organization, having an impact on its structure, culture, and people. They contribute to promoting a more sustainable business model over the full business cycle. This is especially important in an environment in which organizations face economic, financial, competitive, and geopolitical headwinds.
Good governance does not follow a universal template. Each company has its own strategy, values, purpose, and stakeholder environment. Family businesses, listed companies, and regulated entities all face different governance realities. What matters is alignment: the board’s oversight approach must be tailored to the organization’s context, complexity, and ambition.
Despite this variability, certain principles are universal, e.g. ethics, trust, and accountability, to name a few. Even the best governance frameworks fall short without the right people, culture, and behaviors around the board table. These non‑negotiables of responsible governance are the foundation upon which long‑term value is built.
A sound risk culture is also built upon those same principles, but it’s the tone at the top from which the rest will flow. When people fear consequences, issues remain hidden. Boards must model a tone whereby speaking up is encouraged and mistakes become opportunities for corrective action, not punishment.
On the flip side, an unprepared board, a board in which some members do not engage, or one that cannot challenge management effectively can be a warning sign of poor corporate governance and becomes a risk in itself. A strong chair ensures every voice is heard and fosters a culture where constructive challenge is welcomed. Other warning signs could include: too dominant leadership (including the CEO); a lot of related party transactions or conflicts of interest with poor explanation; too little or unsubstantial communication.
While management and the board have distinct roles, tensions may arise. One way to garner trust and build the relationship is to create moments (such as via dinners or off-sites) for the board and management to connect informally. For example, one board holds walking sessions during their off-site, where board members are paired with members of management for a two-way discussion during a walk.
Diversity across gender, age, cultures, experience, geographies, background, and thinking styles broadens perspectives and improves decision‑making. However, boards must be pragmatic. Not every dimension of diversity can be represented around the table simultaneously, and some needs may be better addressed through alternative mechanisms, such as next‑gen boards, customer panels, or the use of external experts to bring in an outside view on topics that require specific skills or experience not available on the board itself.
Rethinking board agendas
As agendas grow more crowded, boards must adapt their ways of working to ensure they remain focused on strategic priorities.
Key practices to keep meetings efficient and effective include:
- Placing strategy discussions first on the agenda to ensure they receive sufficient space and attention.
- Moving from slide decks to structured memos, which present the information in a sufficient but concise manner, can increase clarity and reduce the time needed to explain the content during the meeting, freeing up time for discussion.
- Varying meeting formats, e.g. by changing the sequence, topics, or inviting external experts.
- Using flexible timekeeping to strike a balance between timely progression and allowing important discussions to continue.
These changes can help boards move from reactive oversight to proactive, high‑quality engagement.
Strengthening relationships with stakeholders and shareholders
Boards are expected to consider a wide ecosystem of stakeholders, not only shareholders, but also employees, customers, communities, regulators, and the environment. Decisions should not only focus on (short-term) shareholder value but also account for fairness, societal impact, and long‑term sustainability, which will lead to further (long-term) value creation.
Relationships with shareholders must be managed carefully, balancing transparency with the need to avoid undue influence. Clear boundaries between the board, CEO, and investor relations are essential to maintain governance integrity, aligned messaging, and avoid (the appearance of) conflicts of interest.
Building a dynamic board
A dynamic board is one that is continuously evolving, agile, and capable of anticipating change rather than merely responding to it.
Dynamic boards:
- Encourage open dialogue.
- Invite both converging and diverging opinions.
- Combine theoretical insights with practical case‑based learning.
- Carve out time for reflection without management in the room.
- Accept that decisions must be made even with imperfect information.
This mindset is essential for navigating the years ahead.
Effective corporate governance is not a static framework but an ongoing discipline, which demands foresight, curiosity, and a willingness to adapt. In an environment defined by uncertainty, technological acceleration, and heightened stakeholder expectations, boards must combine strong fundamentals with dynamic oversight. The tone set in the boardroom, the quality of dialogue, and the ability to challenge constructively all shape an organization’s capacity to navigate complexity.
Ultimately, good governance is about ensuring that companies are resilient, responsible, and prepared for what comes next. By staying engaged, asking the hard questions, and remaining open to continuous learning, boards can lead with confidence and help their organizations create sustainable long‑term value.
About the Board Leadership Center
KPMG’s Board Leadership Center (BLC) offers non-executive and executive board members – and those working closely with them – a place within a community of board-level peers. Through an array of insights, perspectives and events, which includes topical seminars and more technical Board Academy sessions, the BLC promotes continuous education around the critical issues driving board agendas.
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