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 - August 2015

    8/31/15 | Center for Board Governance

    This issue of BoardroomDirect® includes an article on what compensation committees can expect from the SEC’s proposed Dodd-Frank executive compensation disclosure rules. There is also news about recent publications from the SEC and Council of Institutional Investors on proxy access, ISS’ 2016 proxy season voting recommendation survey, comment letters on the PCAOB’s proposed audit engagement partner form, a court decision regarding part of the conflict minerals disclosure rule, and the IASB’s amendments to the revenue recognition standard.

  • Corporate Governance Series
    Proxy Pulse: Third Edition 2015

    8/27/15 | Center for Board Governance

    This edition provides a snapshot of key shareholder voting metrics from 4,280 U.S. public company annual shareholder meetings held between January 1, 2015 and June 30, 2015 and a wrap-up of the 2015 proxy season. Among the highlights: Of the over 80 proxy access proposals that came to a vote, 70% received the majority support of shareholders, averaging 57% of the shares voted, and shareholder support for say-on-pay strengthened this season, with 90% of proposals attaining support of at least 70% of the shares voted.

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

    7/29/15 | Center for Board Governance

    This issue of BoardroomDirect® includes an article on how audit committees can deal with internal investigations. There is also news about the SEC proposing clawback policy rules and a concept release on audit committee disclosure, the PCAOB seeking comment on audit quality indicators, the FASB officially delaying the new revenue recognition standard for one year, and a report on how risk culture oversight is the next board frontier.

  • Corporate Governance Series
    ProxyPulse: Second Edition 2015

    7/14/15 | Center for Board Governance

    This edition provides a snapshot of key shareholder voting metrics from 2,082 U.S. public company annual shareholder meetings held between January 1, 2015 and May 15, 2015. This season has been characterized by an uptick in many forms of shareholder activism including several high profile proxy battles, an increase in “Vote No” and “Vote Yes” campaigns, and a wave of shareholder proposals for proxy access.

  • Corporate Governance Series
    Family business CEO succession planning

    7/6/15 | Center for Board Governance

    Succession planning’s goal is to provide the least amount of disruption to your business and to give you the widest possible choice of qualified candidates before you make that decision. While the process may consider candidates from outside the family and the company, in many cases it focuses on managers who are already with the company. This publication is the third in a series about family business corporate governance.

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

    6/30/15 | Center for Board Governance

    This issue of BoardroomDirect® includes an article on how two audit committee members view two new publications on audit quality and assessing external auditors. There is also news about the SEC considering a clawback policy rule, Delaware approving a bill that bans fee-shifting bylaws, about two-thirds of proxy access proposals have received majority support, two former SEC chairs back proposal to disclose political spending, and the PCAOB seeks input on auditor’s use of work of specialists.

  • Corporate Governance Series
    Achieving excellence: Dealing with investigations (Audit Committee Excellence Series)

    6/24/15 | Center for Board Governance

    This edition addresses key considerations related to the committee’s role in investigations. It addresses how adequate preparation can make a big difference, including capturing allegations; lining-up the right external advisors; and potentially developing relationships with certain regulators. It also discusses making decisions when an allegation surfaces, performing an investigation, and responding after an investigation.

  • Corporate Governance Series
    The quarter close: Directors edition Q2 2015

    6/22/15 | 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: Role, composition, and performance (Audit Committee Excellence Series)

    6/5/15 | Center for Board Governance

    This edition explains why a properly defined role, the right composition, and self-assessments are critical to audit committees. The publication specifically addresses the current challenge facing audit committees to evaluate whether the scope of their responsibilities is workable, desirable attributes for committee membership and best practices for committee evaluations.

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

    6/2/15 | Center for Board Governance

    This issue of BoardroomDirect® includes an article on how boards and management can address the strategic development and execution gap. It includes insight from Strategy& CEO Cesare Mainardi, who discusses the capabilities-driven strategy approach that can help companies get out of the “firefighting” mode some have been stuck in as they deal with crises. The article also includes a link to Strategy&’s surveys and PwC’s 2014 Annual Corporate Directors Survey.

  • Corporate Governance Series
    PwC’s 2014 Annual Corporate Directors Survey - The gender edition

    5/6/15 | Center for Board Governance

    Are there really differences in how male and female directors approach their oversight roles? And, do the practices of boards with female directors vary from those of other boards? This report addresses these questions by looking at what male and female directors told us about their individual perspectives and the boards on which they serve.

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

    4/30/15 | Center for Board Governance

    This issue of BoardroomDirect® covers preparing for shareholder activism. There is also an update on 2015 proxy access proposals, and discusses pension funds asking for board diversity disclosure, as well as BlackRock and Vanguard addressing corporate governance matters. Lastly, this edition touches on the one-year deferral FASB proposal for the new revenue standard.

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

    3/31/15 | 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
    ProxyPulse First Edition 2015

    3/26/15 | Center for Board Governance

    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.

  • Corporate Governance Series
    The quarter close: Directors edition Q1 2015

    3/20/15 | 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 - 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
    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
    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
    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.