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Our Chair and Chief Executive
Bina Mehta, our Chair, is responsible for leading the Board, ensuring it fulfils its responsibilities to set the tone from the top, oversee strategy and hold leadership to account. The Chair is accountable to the partners in fulfilling these responsibilities.
Jon Holt, our Chief Executive and Senior Partner, is responsible for leading the whole business of the multi-disciplinary firm and is accountable for the executive leadership’s execution of the firm’s Board-approved strategy. The Chief Executive is accountable to the Board and the partners in fulfilling these responsibilities.
Hear Bina and Jon’s reflections on 2024:
UK governance structure (as at 30 September 2024)
More information about the role, membership and activities delivered during FY24 for each of the governance forums above is provided on the pages that follow.
As a result of the merger between KPMG Switzerland and KPMG UK, a new governance structure has been established which came into effect on 1 October 2024. For details regarding the new structure, including membership and roles and responsibilities, and the terms of reference, please visit our website.
Role
The main governance body of the firm is the Board, chaired by Bina Mehta. The Board is responsible for the growth and long-term prosperity of the firm, ensuring it stays true to its purpose and vision. It provides oversight of the organisation, approves the firm’s strategy and oversees its implementation by the Executive Committee, by monitoring performance against the business plan. The Board is the ultimate governance body overseeing the consistent provision by the Audit practice of high-quality audits. The Board also ensures that there is a satisfactory process for managing cultural, ethical, risk and reputational matters affecting the firm including compliance with laws, other regulations relevant to our business and KPMG International’s policies.1
As at 30 September 2024, our UK Board was made up of 8 members:
- The Chair
- The Senior Elected Member2
- The Chief Executive
- Three additional Elected Board Members, who are elected by the Partners2
- One Nominated Board Member, who is nominated by the Chair (under the new Terms of Reference of the UK Board, this Member will be referred to as an Elected Member)
- An additional Executive Board Member, who is nominated by the Chief Executive.
The Elected and Nominated Board Members, including the Senior Elected Board Member, are drawn from the partnership with a sufficient mix of competency, experience and independence of the day-to-day running of the firm. The Elected Members serve three-year terms, extendable up to a maximum of five years, to maintain relevant skills and breadth of experience. Nominated members of the Board are appointed following their nomination by the Chair and approval by Partner vote, for a fixed term.
The Board is attended by the Chair of the Public Interest Committee, the Chair of the Audit Board and by other Independent Non-Executives (INEs).
Members
% Female Board members
50%
Sep 24
% Ethnic minority Board members
25%
Sep 24
% Lower socio-economic background Board members
13%
Sep 24
1From 1 October 2024, the Group Board is now the main governance body for the Group, however, the UK firm continues to have a UK Board. For details of the new Group governance structure, including membership and associated terms of reference, please visit our website.
2The Senior Elected Member (Melissa Geiger) reached the end of her term on 30 September 2024 and stepped down with effect from 1 October 2024. One other Elected Board Member (Anthony Lobo) retired from the Partnership on 30 September 2024.
Role
The Audit Committee oversees financial reporting and control matters on behalf of the Board. This includes reviewing internal controls, overseeing the relationship with our statutory auditors (including recommending their appointment, removal and remuneration as well as monitoring their independence and effectiveness) and reviewing the effectiveness of the firm’s Internal Audit function.
As at 1 October 2024, the Audit Committee was combined with the Risk Committee and is chaired by Jonathan Downer. Annette Barker remains a member of the UK Audit and Risk Committee and Bina Mehta is an alternate member. This new membership was effective from 1 October 2024
Members
1Anthony Lobo retired from the Partnership on 30 September 2024.
Role
The Nominations Committee was established as a Committee of the Board in May 2022.
The Nominations Committee assists the Board in ensuring that the size and composition of the Board is appropriate to support executive oversight of the firm and oversees the processes for appointment of the Chair, Chief Executive and Board members, as well as the independent non-executive members of the Audit Board and Public Interest Committee.
The Nominations Committee was dissolved as of 1 October 2024. A new governance body, the Group Nominations Committee has been created which now oversees and recommends appointments to the UK Board. The UK Board approves the appointment of Independent Non-Executives and Audit Non-Executives based on the recommendations of the Chair of the UK Board. Where the appointment concerns the Chair of the Public Interest Committee, this appointment will be in consultation with the Group Board Chair.
Members
1Melissa’s tenure came to an end on 30 September 2024 and she stepped down from the UK Board and UK Board Committees with effect from 1 October 2024.
2John was a member of the Nominations Committee until he retired on 31 July 2024.
Role
The People Committee provides oversight of the processes for the appointment of senior leadership positions; oversees leadership succession planning; reviews remuneration policies for Partners and senior leadership; assists the Board in its oversight of the effective execution of the People Strategy by the Executive; and oversees the effectiveness of the firm’s programmes relating to culture and ethics.
The People Committee was dissolved as of the 1 October 2024 when the new governance framework came into effect. The responsibilities of the People Committee have been split between the Group Board, UK Board, Group Nominations Committee and Group Remuneration Committee.
Members
1John Hallsworth was a member of the People Committee until he retired on 31 July 2024.
Role
The Risk Committee assists the Board in its oversight of current risk exposures and determination of risk appetite and strategy.
The Committee also oversees the effectiveness of the firm’s Enterprise-Wide Risk Management (ERM) Framework, the prevailing risk culture in the organisation, the firm’s capability to identify and manage new risk types, and the adequacy of risk and assurance resources for first, second and third lines of defence.
As at 1 October 2024, the Audit Committee was combined with the Risk Committee.
Members
1Melissa’s tenure came to an end on 30 September 2024 and she stepped down from the UK Board and UK Board Committees with effect from 1 October 2024.
2Anthony Lobo retired from the Partnership on 30 September 2024.
Role
The purpose of the Executive Committee is to manage the day-to-day activities of KPMG LLP’s business through:
- Developing and implementing strategy, operational plans, policies, procedures and budgets
- Driving and monitoring operating and financial performance
- Assessing and controlling risk
- Prioritising and allocating resources.
The committees of the Executive during the year comprised of: Operations Executive, Investment Committee, Risk Executive and Audit Executive. From 1 October 2024, the committees changed as a result of the merger between KPMG Switzerland and KPMG UK. A new governance structure has been established. For details of the new governance structure, including membership and associated terms of reference please visit our website.
Members
Role
The Operations Executive provides the Executive Committee with appropriate oversight and outcomes in relation to delivery of the UK firm’s operations and technology strategy in support of the three-year business plan, and vision to be the ‘Fastest Growing, Most Connected, Most Trusted professional services firm’.
The Operations Executive was dissolved as of 1 October 2024.
Members
Donald Wilson and Sameer Chadha were members until 7 January 2024.
Role
The Risk Executive provides the Executive Committee with appropriate oversight, governance and outcomes in relation to (i) risk management and (ii) reputation issues (including, but not limited to, legal, regulatory and conduct issues). The Risk Executive also supports the Operations Executive to manage operational, financial and people risk by providing oversight of the key risks in those areas.
The Risk Executive makes decisions, oversees implementation and provides guidance and assurance to the Executive Committee and the Board that the firm is acting within its agreed risk appetite and is achieving its strategic outcomes in relation to the following matters:
- Meeting or exceeding all relevant legal, regulatory, ethics and independence and compliance requirements.
- Improving relationships and building trust with regulators, clients and other stakeholders.
- Effectively monitoring and addressing threats and challenges to the Firm’s brand and reputation.
The Risk Executive remains unchanged. However, as at 1 October 2024, it provides support to the Management Committee (previously the Operations Executive) to manage operational, financial and people risk by providing oversight of the key risks in those areas.
Members
Role
The Audit Executive manages the day-to-day activities of the Audit practice of the firm through developing and implementing strategy, operational plans, policies, procedures and budgets; driving and monitoring operating and financial performance; promoting and role-modelling a strong culture that supports audit quality; assessing and controlling risk; and prioritising and allocating resources.
The Audit Executive makes decisions, oversees implementation and reports to the Board (through the Executive Committee) and to the Audit Board, providing assurance that the firm is acting within its agreed risk appetite and is achieving its strategic outcomes in relation to Audit.
Members
1Chris Hearld resigned from the Audit Executive with effect from 22 July 2024.
2Suvro Dutta resigned from the Audit Executive with effect from 1 January 2024.
3Fleur Nieboer was appointed on 1 January 2024.
Role
In accordance with the Audit Firm Governance Code (AFGC), the firm has a Public Interest Committee (PIC). This PIC comprises entirely of Independent Non-Executives (INEs).
The key responsibilities of the PIC are to provide comment, challenge and recommendations relevant to the public interest in the context of KPMG’s UK business. Specifically, they provide independent oversight of the firm’s policies and processes for the core objectives defined within the AFGC:
- Promoting Audit Quality (in liaison with the Audit Board)
- Securing the firm’s reputation more broadly (including its non-audit business)
- Reducing the risk of firm failure
- Fulfilling the multi-disciplinary firm’s public interest responsibilities.
Within the governance of KPMG in the UK, it is important for the INEs to remain in a position of independence from the leadership decision-making of the firm and outside its chain of command. As such, although they may vote on recommendations as a PIC, they do not carry votes on the Board or its other Committees. Notwithstanding this, the INEs have access and a full opportunity to question and challenge KPMG in the UK at both the Board and Board Committee level. They are also able to comment on the activities of KPMG in the UK to external stakeholders, including our regulators, in an objective and dispassionate way in furtherance of their public interest role.
The Public Interest Committee comprises at least three INEs – as at 30 September 2024, the PIC comprised three INEs. The Chair of the PIC is an INE appointed by the Chair (in consultation with the Group Chair) and approved by the Board. The INEs of the PIC are appointed for a term of up to three years, with the option for this to be renewed by the Board for an additional two terms of three years each, subject to a maximum of nine years in aggregate.
Members
Role
The Audit Board oversees the Audit practice, in terms of its operations, processes and controls. This includes overseeing the strategy and internal investment needs of the Audit practice in furtherance of audit quality, inputting to the firm’s response to audit-related regulation and monitoring the discharge of KPMG’s public interest obligations to investors and other key stakeholders, such as regulators and audited entities.
The Audit Board also makes recommendations to the Board on the adequacy of the firm’s approach for meeting the principal objectives in the Audit Firm Governance Code as they relate to the Audit practice. It reviews the firm’s responsiveness to challenges in the audit profession specifically in relation to audit quality, actual or perceived conflicts of interest, independence, the attractiveness of the audit profession, and regulatory objectives including the Principles for Operational Separation.
The Chair of the Audit Board also attends meetings of the Board.
The Audit Board remains unchanged as at 30 September 2024.
Members
1Kathleen O’Donovan is both an ANE and an INE.
2Anthony Lobo retired from the Partnership in 30 September 2024.
Independent oversight
The important role of independent oversight
Our Independent Non-Executives (INEs) and Audit Non-Executives (ANEs) remain in a position of independence from the leadership decision-making of the firm and outside its chain of command. As such, they do not carry votes on the Board or its other Committees. Notwithstanding this, the INEs and ANEs have access and opportunity to question and challenge KPMG in the UK at both the Board and Board Committee meetings. They are also able to comment on the activities of KPMG in the UK to external stakeholders, including our regulators, in an objective and dispassionate way in furtherance of their public interest and audit oversight roles.
The Chair, upon approval by the Board, appoints the INEs and ANEs. They are chosen to provide specific insights considered to be relevant to the activities of the Public Interest Committee (PIC) and/or the Audit Board and the development of the firm, including expertise in financial and corporate matters, governance, culture, and investor needs. Their appointments are for a fixed term of either two or three years. This may be renewed up to a maximum of three terms, or nine years.
KPMG has five Independent Non-Executives. Three are INE’s and two are ANE’s; one of the Independent Non-Executives is both an INE and ANE.
The Public Interest Committee comprises the three INEs, Jonathan Evans (Chair), Anne Bulford and Kathleen O’Donovan. The Audit Board comprises the two ANEs, Claire Ighodaro (Chair), Melanie Hind and the one INE and ANE, Kathleen O’Donovan as well as Jonathan Downer (Elected Member) and Robin Walduck.
Hear Jonathan and Claire’s reflections on 2024.
For more information about the leadership of our firm, including independent oversight, please visit our website.
