This edition of ProxyPulse offers data and analytics on topics including share ownership, director elections, “say-on-pay,” shareholder proposals, and retail voting participation. Additionally, there is also discussion about governance developments on such issues as proxy access proposals, cybersecurity disclosure, amended proxy advisor policies, and director communications with shareholders.
This issue of BoardroomDirect® includes an article on the latest on the flurry of proxy access shareholder proposals in the 2015 proxy season and how the SEC is addressing an exclusion rule used by management to keep them off the ballot. There is also news about President Obama’s recent cybersecurity actions, ISS releasing FAQs on its equity plan scorecard, the NACD’s 2015 Public Company Governance Survey, SEC proposing rules for hedging disclosure, and FASB amending its consolidation guidance.
This edition addresses understanding proposed accounting changes, assessing financial reporting, disclosure and communication implications, and taking a holistic approach to an accounting change. The publication also discusses the new revenue recognition standard, financial reporting and adoption considerations, and the broader business implications.
A fresh and critical look at the boardroom agenda is crucial as companies are confronted with a changing business landscape, technological advances, and significant risks such as cybersecurity. Our latest edition of Key considerations for board and audit committee members addresses topics for today’s changing boardroom agenda.
This issue of BoardroomDirect® includes highlights of the 2014-2015 edition of PwC’s Key considerations for board and audit committee members. There is also an article on the what President Obama’s State of the Union speech could mean to companies. There is news about the SEC mulling over the shareholder proposal exclusion rule, the US Chamber of Commerce’s report on proxy advisory firms, Delaware Supreme Court affirming exclusive forum bylaws, the SEC’s new security-based swap rules and a report on building a fraud-resistant organization.
This research compares the responses of PwC’s 2014 Annual Corporate Directors Survey and PwC’s 2014 Investor Survey in order to identify areas where viewpoints are shared or different perspectives may exist between directors and investors.
This issue of BoardroomDirect® includes highlights of the 2014 edition of the comparative report of PwC’s Annual Corporate Directors Survey and Investor Survey. There is also an article on the importance of board oversight of management’s social media policies and risk management plans. There is news about the proposed CEO/median pay ratio rule, the 2014 SEC whistleblower report to Congress, the PCAOB looking to issue a concept release on audit quality indicators, and the findings of an audit committee transparency barometer.
This issue of BoardroomDirect® includes an article on the impact of the midterm elections on the boardroom and news about fee-shifting bylaws, proxy advisor 2015 policy updates, and the COSO survey on updating the ERM-integrated framework.
This issue of BoardroomDirect® includes highlights from the 2014 Annual Corporate Directors Survey: Trends shaping governance and the board of the future. There is also news about how ISS equity compensation and independent chair proposal recommendations may change, SEC plans to hold universal proxy ballot roundtable in 2015, political contribution disclosure increasing in S&P 500, and the PCAOB proposal for a new form for engagement partner identification disclosure.
What does the corporate board of the future look like? Diversity, shareholder relations, communication with management, effective IT governance, fair executive compensation, and agile risk response are cited in PwC's Annual Corporate Directors Survey.
This issue of BoardroomDirect® includes a summary and link to the latest edition of our Audit Committee Excellence Series (Achieving excellence: Overseeing external auditors.) There is also news about efforts by two large institutional investors to boost the number of female board members, what makes for an effective board self-evaluation, an update on Dodd-Frank rulemaking, and the FASB and PCAOB decisions regarding going concern disclosures
More and more family businesses are interested in corporate governance today. Many want to understand the value a board brings, and how to evolve their board to provide that value. This publication is the second in a series about family business corporate governance.
This edition addresses communications with the external auditor, the audit committee chair’s working relationship with the lead audit partner, auditor independence, and the preapproval process for auditor services. The publication also discusses the external auditor relationship with internal audit; the influence of other parties, such as the PCAOB, Center for Audit Quality and proxy advisory firms; and evaluating the auditor, among other topics.
This issue of BoardroomDirect® includes an analysis of the audit committee's oversight of internal audit. There is also news about the SEC staff issuing proxy advisory firm guidance, ISS 2015 proxy voting policy survey, and more.
This issue of BoardroomDirect® includes an article about the influence of activist shareholders and the role they play today in forcing change. There is also news about a Delaware bill that would prohibit fee-shifting bylaws, environmental groups warning boards of fossil fuel companies about climate-change litigation, the new converged revenue recognition standard, and the first round of conflict minerals disclosures.
This edition of ProxyPulse makes the following observations: there was decreased support for say-on-pay at mid-cap, small-cap, and micro-cap companies while average support at large-cap companies rose to 91%.
More and more family businesses are interested in corporate governance today. Many want to understand the value a board brings, and how to evolve their board to provide that value. This publication is the first in a series about family business corporate governance.
This issue of BoardroomDirect® includes an article about the meaning of risk appetite and the role the board and management play. There is also news about a Delaware court decision on fee-shifting bylaws, the new Venezuelan foreign currency exchange regime and an update on the 2014 shareholder proposals, the proposals for Audit Quality Indicators and the conflict minerals disclosure rule.
Risk oversight continues to be top-of-mind for directors. One area that’s particularly important for boards to better understand is the company’s risk appetite. This publication defines risk appetite as it pertains to the board's oversight of risk management.
This edition discusses the importance of press releases covering preliminary results, considerations for audit committees before releasing results, and tips for reviewing actual filings. It also includes audit committee considerations regarding financial reporting oversight.
The first 2014 edition of ProxyPulse, a special publication from PwC’s Center for Board Governance and Broadridge Financial Solutions, covers 1,066 shareholder meetings held during the “mini-season” between July 1 and December 31, 2013. It looks at several areas including public company ownership composition, director elections, say-on-pay, proxy material distribution, the mechanics of shareholder voting, and the 2014 proxy season currently underway.
This issue of BoardroomDirect® includes an article on coverage of the PCAOB’s public meeting on its proposed changes to the auditor’s reporting model. The newsletter also contains an analysis of the federal government’s cybersecurity framework, a call by some to raise the shareholder proposal threshold, and the possibility that the SEC may weigh actions on proxy advisory firms. There is some news for audit committees: comments by the CAQ on the EU audit market changes, PwC’s 2014 State of the Internal Audit Profession Study, and a federal court decision on the SEC’s conflict minerals disclosure rule.
The inaugural edition of PwC’s Audit Committee Excellence Series covers a company’s forward-looking guidance practices and the potential risks associated with analysts’ consensus estimates. It provides board-level perspectives regarding current trends as well as the advantages and disadvantages of providing guidance.
How does an audit committee “raise the bar” on its performance? The PwC Center for Board Governance is publishing the Audit Committee Excellence Series (ACES) to help address this question. The series provides practical and actionable insights, perspectives and ideas to help audit committees maximize committee performance. While targeted to directors serving on audit committees, it is also beneficial to others working with audit committees including CFOs, CAOs, general counsels, and internal auditors.
This PwC publication is intended to help management and the board of directors of public companies prepare for the annual meeting of shareholders. It contains example questions on topics that may be top-of-mind for shareholders, along with background information and suggested actions for management’s consideration.
This publication describes the current public company-shareholder communications environment and provides a framework for boards to use as they consider whether and in what circumstances directors should participate in such discussions. It also addresses how Regulation Fair Disclosure (“Reg FD”) affects communications.