Corporate governance publications

Featured publications

BoardroomDirect e-newsletter

  • January 2016
    This issue of BoardroomDirect® includes a brief article on a US GAO study that found it would take 40 years for women and men to have equal representation on public boards. Also, there is news about possible political spending disclosure rules taking a hit in court and in Congress, ISS’ latest FAQs on proxy access issues, FASB’s new guidance on financial instruments, and the Center for Audit Quality’s new principles-based framework for auditing fair value measurements.

  • December 2015
    This issue of BoardroomDirect® includes a short article on NYC Comptroller Scott Stringer’s efforts to make corporate boards more diverse a year after taking on proxy access. There is also news about NASDAQ mulling changes to its shareholder approval rules, CII issuing a report on its shareholder engagement roundtable, ISS updating its QuickScore corporate governance metric, PCAOB adopting an audit engagement partner naming rule, and highlights of the 2015 AICPA National Conference on Current SEC and PCAOB Developments.

  • November 2015
    This issue of BoardroomDirect® includes a short article on ISS and Glass Lewis releasing their 2016 voting recommendation policies, which include changes on overboarding and unilateral board actions. There is also news about SEC Chair Mary Jo White saying to expect more enforcement actions, Spencer Stuart’s 2015 US Board Index that showed that there were more new independent directors in 2015, the new leases standard becoming effective in 2019, a study that finds the new clawback policy rules could affect restatements, and a 30% increase in whistleblower tips.

  • Link to archives

Corporate governance publications library

Proxy season is upon us: Is it time to enhance audit committee disclosures?
Following on the transparency theme, which continues to be important to stakeholders, there is an increasing call for audit committees to voluntarily provide more relevant and useful information to investors and other stakeholders relating to how they perform their oversight duties and responsibilities.

Want to be your own activist? What directors need to know
Shareholder activism is on the rise. By focusing on long-term shareholder value creation, directors can help companies avoid the disruption that an activist agenda would bring.

Shareholder activism: Who, what, when and how?
Add the following text under the name of the title: Activism can build or progress. If a company is the target of a less aggressive form of activism one year, such as say-on-pay or shareholder proposals, and the activists’ issues are not resolved, it could lead to more aggressive activism in the following years.

Board governance in a transitioning health economy: Four key areas
To keep pace with unprecedented change in the healthcare industry, healthcare governance needs to transform and evolve. We summarize leading board practices related to four key governance areas where healthcare organizations need to focus: board composition and renewal, board organization and structure, risk management, and board performance.

Family business governance series: CEO succession planning
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.

Family business corporate governance series: Building or renewing your board
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.

Family business corporate governance series: What is a board's role in family business?
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.

NACD Directorship Repartees
Occasionally, the leader of PwC's Center for Board Governance will sit down with a public company director to discuss a timely topic. The interview, which will be videotaped, will be moderated by the editor of NACD Directorship magazine.

Board oversight of risk: Defining risk appetite in plain English
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.

Five megatrends and their implications, directors edition
Companies are adapting to take advantage of the opportunities that megatrends present. But what do these megatrends mean for directors?

Director dialogue with shareholders - what you need to consider.
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.

Governance for Companies Going Public − What Works Best™
This book describes key governance decisions that companies need to make before and after an initial public offering (IPO) and includes insights from directors, executives, advisors, and the investor community. Among other topics, it discusses building the board and understanding the myriad governance influences. There is also a companion publication titled Going Public? Five Governance Factors to Focus On.

Going Public? Five Governance Factors to Focus On
This book is a companion publication for Governance for Companies Going Public − What Works Best™. A company that is planning to go public has a lot on its plate. As a result, decisions about the company‘s board and its governance processes often don‘t get the early focus they deserve. This publication helps companies understand what is behind some of the key governance decisions they face.

Board effectiveness: What Works Best - 2nd edition
In the second edition of Board Effectiveness: What Works Best, directors and governance specialists share insights on lessons learned from around the globe, including recent developments and regulations that affect boards of directors. Board Effectiveness helps directors navigate the increasingly complicated and challenging environment they face.

Audit committee effectiveness: What works best, 4th edition
The audit committee's role in ensuring accurate and transparent disclosure is more important that it has ever been. This 4th edition helps audit committee members understand how best to carry out their many complex responsibilities and is intended to be a practical guide, providing information and best practices on topics that are most relevant to them.