Public companies aren't the only ones struggling to get governance right. Would-be public companies appear to share their pain, according to surveys conducted by KPMG LLP.

In a series of polls conducted by the Big 4 firm, companies preparing for an initial public offering cited improving corporate governance as their top challenge.

Asked to name their top three challenges in preparing for an IPO, more than 100 senior executives of companies considering an IPO surveyed by KPMG listed improving corporate governance (64 percent), preparation of a robust business plan (40 percent) and preparation of financial track record (36 percent).

"Making the transition from private to public company and meeting both the SEC rules and public expectations involves many steps that need to be accomplished simultaneously," said Aamir Husain, a partner in KPMG LLP's Transaction Advisory Services practice focused on IPO services.

Many of the executives surveyed said their companies had already undertaken organizational changes in response to a planned IPO, including strengthening financial and accounting systems (69 percent), upgrading internal controls (52 percent), being accountable for quarterly results (40 percent), and developing a robust business plan (40 percent).

Husain says the small details that companies overlook can often cause headaches down the road. For example, while many companies realize that corporate governance is a demanding issue, when selecting board members, he says, "Many don't consider that an important role for directors is working with management to ensure the right tone at the top for ethics and compliance."

Good planning, including an assessment of the activities needed for the company to complete its IPO, is key. Although it may seem counter-intuitive, Husain says one of the best times to begin preparing for an IPO is when the market is slower, since a window of opportunity can appear or disappear within weeks. When the market is ripe, companies that are prepared can be the first in line to approach the limited number of parties that invest in IPOs, increasing the likelihood of attracting investors.

Among those polled, most executives (54 percent) believe it would take their company six to 12 months to prepare for an IPO, 15 percent thought it would require 12 to 18 months, and 10 percent thought it would take six months or less.

The surveys were conducted at KPMG-NYSE Euronext IPO Bootcamps held around the country between September 2009 and April 2010.

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