Corporate governance series

Reports addressing corporate governance matters by the PwC Center for Board Governance that are of interest to board members, corporate officers, and audit committees

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - February 2015

    3/3/15 | Center for Board Governance

    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.

  • Corporate Governance Series
    Achieving excellence: Overseeing accounting changes– including the new revenue recognition standard (Audit Committee Excellence Series)

    2/6/15 | Center for Board Governance

    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.

  • Corporate Governance Series
    Key considerations for board and audit committee members, 2014-2015 edition

    2/2/15 | Center for Board Governance

    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.

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - January 2015

    1/29/15 | Center for Board Governance

    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.

  • Corporate Governance Series
    What matters in the boardroom? Director and investor views on trends shaping governance and the board of the future

    1/7/15 | Center for Board Governance

    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.

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - December 2014

    12/23/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    The quarter close: Directors edition Q4 2014

    12/22/14 | Center for Board Governance

    This quarterly publication is designed to keep directors informed about the latest accounting and financial reporting issues.

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - November 2014

    12/3/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - October 2014

    11/4/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    PwC's 2014 Annual Corporate Directors Survey

    10/21/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    ProxyPulse Third Edition 2014

    10/21/14 | Center for Board Governance

    This edition of ProxyPulse covers data and analysis on topics including share ownership, director elections, “say-on-pay”, shareholder proposals, proxy material distribution, and voting mechanics.

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - September 2014

    10/1/14 | Center for Board Governance

    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

  • Corporate Governance Series
    Building or renewing your board

    9/30/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    The Quarter close: Directors edition Q3 2014

    9/24/14 | Center for Board Governance

    This quarterly publication is designed to keep directors informed about the latest accounting and financial reporting issues.

  • Corporate Governance Series
    Achieving excellence: Overseeing external auditors (Audit Committee Excellence Series)

    9/11/14 | Center for Board 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.

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - August 2014

    9/4/14 | Center for Board Governance

    As cybersecurity has risen to the top of many boards’ risk management agendas, there is a more compelling need for clear dialogue between the C-suite and the board.

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - July 2014

    8/25/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    Achieving excellence: Overseeing internal audit (Audit Committee Excellence Series)

    7/29/14 | Center for Board Governance

    This edition discusses the directors’ role in maximizing internal audit’s value proposition, agreeing on internal audit’s mission, assessing leadership and resources, and other areas.

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - June 2014

    7/1/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    ProxyPulse Second Edition 2014

    7/1/14 | Center for Board Governance

    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%.

  • Corporate Governance Series
    The Quarter close: Directors edition Q2 2014

    6/26/14 | Center for Board Governance

    The Q2 2014 edition focuses on five IPO reminders for boards, FASB's new guidance on discontinued operations, and the Venezuelan exchange rates.

  • Corporate Governance Series
    What is a board's role in family business?

    6/24/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - May 2014

    5/30/14 | Center for Board 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.

  • Corporate Governance Series
    Board oversight of risk: Defining risk appetite in plain English

    5/29/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    Achieving excellence: Financial reporting oversight (Audit Committee Excellence Series)

    5/23/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    Five megatrends and their implications, directors edition

    5/23/14 | Center for Board Governance

    The concept of megatrends is not new, but megatrends today are more complex and interconnected. They have potential implications on business--now and in the future.

  • Corporate Governance Series
    ProxyPulse First Edition 2014

    5/8/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - April 2014

    5/1/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    BoardroomDirect: Update on current board issues - March 2014

    3/27/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    The Quarter close: Directors edition Q1 2014

    3/27/14 | Center for Board Governance

    This quarterly publication is designed to keep directors informed about the latest accounting and financial reporting issues.

  • Corporate Governance Series
    Achieving excellence: Assessing the company’s forward-looking guidance practices and the potential risks of consensus estimates (Audit Committee Excellence Series)

    3/24/14 | Center for Board Governance

    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.

  • Corporate Governance Series
    Shareholder questions: Management's considerations for 2014 annual meetings

    3/3/14 | Assurance services

    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.

  • Corporate Governance Series
    The quarter close - Directors edition: A look at this quarter's financial reporting issues - Q4 2013

    12/23/13 | Center for Board Governance

    This quarterly publication is designed to keep directors informed about the latest accounting and financial reporting issues that impact board decisions and company policies.

  • Corporate Governance Series
    Key considerations for board and audit committee members, 2013-2014 version

    12/19/13 | Center for Board Governance

    This report addresses the changing boardroom agenda and outlines topics that can provide a basis to help enhance the quality of board and management discussions in the coming year.

  • Corporate Governance Series
    Director dialogue with shareholders – what you need to consider

    11/20/13 | Center for Board Governance

    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.