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 issue of BoardroomDirect® includes an article on the latest developments on cybersecurity, including new standards framework from the US Department of Homeland Security and survey results that show CEOs are extremely concerned about cyber-attacks. The newsletter also reports on new shareholder proposals companies are facing in 2014, the creation of an engagement protocol from a group of independent directors and investors, Institutional Shareholder Services targeting director tenure in its corporate governance rating system, and the PCAOB extending the comment period for its proposed lead audit partner disclosure rule.
In this issue of BoardroomDirect® Mary Ann Cloyd, leader of PwC’s Center for Board Governance, recently talked with Noreen Doyle, director of Newmont Mining Corp., Credit Suisse, and QinetiQ Group Plc, and Jim Nevels, chair of The Hershey Co, about a variety of issues including shareholder communication, risk oversight, and board diversity.
This issue of BoardroomDirect® provides a synopsis of PwC’s Key considerations for board and audit committee members, 2013-2014 edition. That publication offers insight into major issues facing directors, such as strategy, emerging technologies and Big Data, risk oversight, the talent pipeline, corporate ethics, the financials, and stakeholder communications. There are also actions for directors to consider for each issue.
This issue of BoardroomDirect® unveils the Center for Board Governance’s two newest publications: Director Dialogue with shareholders – what you need to consider and What matters in the boardroom? Depends on whose shoes you’re in. The newsletter also reports on an upcoming SEC roundtable on proxy advisory firms, Spencer Stuart’s 2013 US Board Index, PCAOB’s proposal to require disclosure of lead audit partners, and the CAQ’s summary of a roundtable on the financial statement expectation gap.
This report compares the responses of PwC’s 2013 Annual Corporate Directors Survey and the 2013 Investor Survey to identify areas where directors and investors hold similar views on certain issues and where they differ in others. It also includes certain CEO perspectives from PwC’s 16th Annual Global CEO Survey.
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.