Corporate governance publications

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BoardroomDirect e-newsletter

  • February 2015
    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

  • January 2015
    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.

  • December 2014
    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.

  • Link to archives

Corporate governance publications library

Audit Committee Excellence Series
The series provides practical and actionable insights, perspectives and ideas to help audit committees maximize committee performance.

Key consideration for board and audit committee members, 2014-2015 edition
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.

Quarter close: Directors edition Q4 2014
The Q4 2014 edition includes information about the tie between the new revenue standard and compensation plans – both cash- and stock-based; concern about modifying debt that could constitute embedded derivatives, Upcoming standard for private companies that could reduce the cost and complexity of accounting for business combinations, An interview with Troy Paredes, former SEC commissioner and PwC principal, about the SEC’s focus on financial reporting, its efforts regarding the disclosure regime, and the possibility of a decision on using IFRS in the US; and insights from directors and investors on key governance trends.

What matters in the boardroom? Director and investor views on trends shaping governance and the board of the future
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.

Proxy Pulse: Third Edition 2014
The third 2014 edition of ProxyPulse, a special publication from PwC’s Center for Board Governance and Broadridge Financial Solutions, looks at results from 4,113 shareholder meetings held between January 1 and June 30, 2014, with data and analysis on topics including share ownership, director elections, “say-on-pay”, shareholder proposals, proxy material distribution, and voting mechanics. It also provides perspectives from recent governance surveys of directors and institutional shareholders and discuss them alongside the actual voting results from the 2014 proxy season.

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.

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.

PwC's Center for Board Governance Publications and Resources
A one page summary of PwC's Center for Board Governance publications and resources.

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?

BoardroomDirect Special Edition: Audit Committee Disclosure
The Center for Audit Quality has released a paper titled Enhancing the Audit Committee Report: A Call to Action. This Special Edition of BoardroomDirect examines that call to action.

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.

10Minutes on whistleblower reform
Whistleblower reform is having significant impact. The SEC’s Office of the Whistleblower has one full year of operation under its belt, and with it 3,001 tips and two awards to date. Leading companies are looking closely at the Office’s first-year report and drawing lessons for building stronger ethics and compliance programs. They’re also considering what it takes to create a highly ethical culture. This 10Minutes highlights the importance of having an ethical culture at the workplace.

Corporate boardrooms – Navigating board priorities
Corporate boardrooms – Navigating board priorities focuses on today's critical issues, including building productive investor relationships, overseeing information technology and continuing the debate over tax reform.

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.

Directors and IT: What Works Best™
This two-part comprehensive guide was developed to help directors bridge the "IT confidence gap." Part 1 of this guide outlines a structured and efficient six-step oversight process that should help directors decide on and execute their approach to IT oversight. Part 2 provides background information, potential rewards and risks, and board considerations about various IT subjects that may be relevant to a company.

Directors and IT: What Works Best™ - Abridged version
This two-part comprehensive guide was developed to help directors bridge the "IT confidence gap." Part 1 of this guide outlines a structured and efficient six-step oversight process that should help directors decide on and execute their approach to IT oversight. Part 2 provides background information, potential rewards and risks, and board considerations about various IT subjects that may be relevant to a company.

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.

What do 863 directors think about board performance and diversity?
 
Read the 2014 Annual Corporate Directors Survey to find out