To the point: Current issues for boards of directors

January 2013
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To the point: Current issues for boards of directors

At a glance

This edition of To the point: Current issues for boards of directors, reviews guidance from the SEC and DOJ about the Foreign Corrupt Practices Act and policy updates from the ISS on executive compensation, board response to proposals with majority shareholder support, hedging of company stock, and what directors should know about data security and cyberattacks.

As the title suggests, To the point addresses contemporary issues and is meant to be impactful, insightful, and concise. Each quarter we address select topics that are of immediate interest to directors.

To the point: Current issues for boards of directors – Winter 2013
The Winter edition shares insights on:
  • What to know about FCPA
    The SEC and DOJ issued new guidance about the Foreign Corrupt Practices Act in an effort to provide more clarity and transparency.
  • Cyberattacks and data security
    Directors should understand the importance of data security and the likelihood of a cyberattack on their company.
  • ISS’s policy updates
    The proxy advisory firm issues policy updates on executive compensation, board response to proposals with majority shareholder support, and hedging of company stock.

Previous issues

To the point: Current issues for boards for directors - Fall 2012
The fall edition shares insights on:
  • The conflict minerals rule is now final
    Directors should understand what it entails and discuss with management whether the company is subject.
  • What are directors thinking about?
    PwC’s 2012 Annual Corporate Directors Survey outlines progress directors have made in their roles and the challenges that persist.
  • Improving audit quality
    The PCAOB released a new auditing standard to foster improved communications between auditors and audit committees.
To the point: Current issues for boards for directors - Summer 2012
The summer edition shares insights on:
  • The JOBS Act eases some regulatory burdens for emerging growth companies
    Directors should consider the potential advantages and disadvantages associated with being an emerging growth company.
  • Thinking about mobile as part of overall strategy
    Mobile devices are changing consumer and employee interaction and behavior. Companies should recognize the related opportunities and risks.
  • Tax reform expected in 2013
    The high US corporate tax rate and repatriation of foreign earnings will likely be key issues in debate over tax reform.
To the point: Current issues for boards for directors - Spring 2012
The spring edition shares insights on:
  • The NYSE limits discretionary broker voting.
    A new NYSE rule restricts how brokers can vote uninstructed customer shares, which could have implications for shareholder vote results
  • What CEOs are thinking about
    US CEOs are cautiously optimistic about growth, but continue to be concerned about rising deficits.
  • The role a director plays in M&A
    Directors should work with management in assessing whether a deal brings value to the company and shareholders.
To the point: Current issues for boards of directors - Winter 2012
The winter edition shares insights on:
  • What to expect in the second year of “say on pay”
    Shareholders will be looking to see if companies made any changes to their executive compensation policies.
  • Political contributions after Citizens United
    With no disclosure requirement for political giving, directors should pay close attention to the issue ahead of the 2012 election.
  • Other issues to expect in the 2012 proxy season
    Proxy access proposals, risk oversight concerns, and “fracking” are likely to surface as key shareholder issues in the coming proxy season.
To the point: Current issues for boards of directors - Fall 2011
The fall edition shares insights on:
  • Next year's proxy season: The SEC's plan for proxy access was struck down by a US Court of Appeals decision in July, but directors should prepare for the possibility of private ordering proxy access.
  • A new discussion about mandatory auditor rotation: The idea of mandatory audit firm rotation has resurfaced in a recent PCAOB concept release, and comments are requested on the matter.
  • Technology in the boardroom: Directors are increasingly using electronic portals and tablet devices to access board materials and books, and the trend is likely to continue.
To the point: Current issues for boards of directors - Summer 2011
The summer edition shares insights on:
  • How to prepare for whistleblower investigations: Your company may face an increase in whistleblower tips and investigations thanks to the SEC's new rules. Is your company prepared?
  • Conflict minerals: Dodd-Frank's sleeper issue: Approximately 6,000 public companies may have to examine their supply chains and provide new disclosures under the SEC's proposed conflict minerals rules.
  • IFRS and the pace of standard setting: A staff paper from the SEC outlines one possible way to move from US GAAP to IFRS over a period of time.

To the point: Current issues for boards of directors - Spring 2011
The spring edition shares insights on such relevant topics as:

  • IT risks: A director’s perspective: Some directors are unsure about the oversight of IT risks. What increases IT risk, and what can they do to provide proper oversight?
  • European Commission looking at changes in auditing: The European Commission is exploring changes to auditing practices that could impact companies in the United States. This article gives directors a heads-up on what may be changing.
  • The CEO agenda for 2011: PwC’s 14th Annual Global CEO Survey finds CEOs focused on three areas. This insight could help boards and management create competitive advantage for their companies.

To the point: Current issues for boards of directors - Winter 2011
The winter edition shares insights on such relevant topics as:

  • The 2011 Proxy Season: say on pay: Compensation continues to be under the microscope. How can companies avoid raising concerns on compensation issues for the 2011 proxy season?
  • Deterring and detecting fraud in financial reporting--A director's perspective: The interplay of pressure, opportunity and rationalization could create and environment ripe for fraud. This article looks at the director's role in fraud deterrence and detection.
  • And the survey says...PwC's Annual Corporate Director's Survey: The results of the survey are in. What are directors saying about executive compensation, risk management, board composition, board compensation, influencers, and where they want to spend their time?

To the point: Current issues for boards of directors — Fall 2010
The fall edition shares insights on such relevant topics as:

  • Dodd-Frank Wall Street Reform and Consumer Protection Act: An overview: The Act has broad implications for all public companies, particularly regarding corporate governance and executive compensation.
  • Say on pay — What you can learn from the international experience: With say on pay about to become mandatory for US companies, what lessons can US directors draw from other countries that have adopted say on pay?
  • Proxy access has arrived: Shareholders are expected to make limited use of the new proxy access rules this year, yet directors still have a lot to think about.

To the point: Summer 2010
This summer edition gives the board a heads-up on issues related to healthcare reform. Additional articles include a look at RiskMetrics' new governance risk indicators (GRId) rating system, and social media and the impact it is having - including at the board level.
 

To the point: Spring 2010
The spring edition shares insights on such relevant topics as: Executive compensation arrangements, Federal tax policy, and management succession planning.
 

To the point: Winter 2010
The winter edition shares insights on such relevant topics as: New proxy disclosures announced by the SEC in December; changing dynamics in director elections; and areas of segment reporting that need to be watched.
 

To the point: Fall 2009
The Fall edition addresses some results from the 2009 What directors think survey focused on directors views about risk. Additional articles address the new and intense focus on anti-corruption, and changes to off-balance-sheet arrangements that will bring more entities and assets onto companies balance sheets.
 

To the point: Summer 2009
This edition addresses considerations that directors should focus on in this economic environment, such as the implications of President Obama's proposed tax reform for US companies with international operations; new consequences related to convertible debt; and the importance of regular communication between the compensation and audit committees about the degree to which executive pay is linked to risk-taking.
 

To the point: Spring 2009
This edition addresses going concern, counterparty risk, and fair value of nonfinancial assets and liabilities.