PwC's 2012 Annual Corporate Directors Survey

Corporate Governance Series 10/01/2012 by Center for Board Governance

Corporate governance is undergoing significant change, which means directors across the country are spending more time on board work and reconsidering their oversight approach. But challenges remain. Directors expect to increase their focus on the critical areas of board composition, risk management, strategy and IT oversight. Explore our 2012 Annual Corporate Directors Survey for a deeper look into directors' views on these major issues.

In the summer of 2012, 860 public company directors responded to our 2012 Annual Corporate Directors Survey.Of those directors, 70% serve on the boards of companies with more than $1 billion in annual revenue. As a result, the survey’s findings reflect the practices and boardroom perspectives of many of today’s world-class companies. We structured the survey to provide pragmatic feedback directors can use to assess and improve performance in areas that are “top of mind” to today’s boards. The survey shows directors are clearly making progress and enhancing their practices. At the same time, directors acknowledge the numerous challenges they still face.

Survey's key findings

  • About half of the boards with a combined CEO and Chair position are considering splitting the role at their next CEO succession.
  • More than half of directors say the amount of time they spent on board matters rose last year; two-thirds increased their hours more than 10% and one-fifth more than 20%.
  • Less than one-third of directors believe it is “very important” to seek new directors with IT experience and another one-third aren't seeking this skill set at all.
  • Over 60 percent of directors estimate that proxy advisory firms have more than a 20 percent influence on proxy voting at their company.
  • More than half of directors (52%) believe that some form of annual education should be required. However, more than one-third (37%) did eight hours or less of board education in the last year.
  • There has been a marked increase in the hours directors dedicate to board work. More than half of directors say the amount of time they spent rose last year.
  • More than one-third of directors want to spend more time on crisis management planning