Board Governance Series

The Board Governance Series features commentary from both PwC and external corporate governance thought leaders on current issues impacting board and audit committee members. These publications offer best practices and counsel on matters of critical concern to directors. We expect the Board Governance Series will be of great interest to both board members and senior executives.

Board Governance Series, Volume 19, No. 1

This issue includes an article by Catherine Bromilow, a partner in PwC's Center for Board Governance, on the impact of the transformational transactions on boards. Transformational transactions are mergers or acquisitions that are both material and strategic, but also represent potential risk for companies. This article addresses how directors can effectively oversee such deals.

Other articles in this issue include how to develop an effective long-term incentive plan and lessons boards can learn from past U.S. Foreign Corrupt Practices Act cases.

2011

Volume 18
This issue includes an article on the impact of the economic crisis on audit committees, by Catherine Bromilow, a partner in PwC's Center for Board Governance. The article is based on research for the fourth edition of the book: Audit Committee Effectiveness: What works best, which was written by PwC and recently published by the Institute of Internal Auditors Research Foundation.

Also in this edition is an article by Don Keller, also a partner in PwC's Center for Board Governance, on the importance of audit committee focus on key issues and how management can support the audit committee in that goal, on the need for a healthy relationship between the audit committee and internal audit and the message that sends throughout the company, as well as thoughts on fraud prevention, mandatory partner rotation and more.

Volume 17
This issue includes an article from PwC's Center for Board Governance partner, Catherine Bromilow, on what directors should know about combating fraud. Also in this edition is an article by Tom Craren, Managing Partner, PwC Brand Strategy and Thought Leadership, on what CEOs predict about economic growth, from PwC's 14th Annual Global CEO Survey findings. Additional articles include four principles of a sound compensation philosophy, what boards need to know about holding and owning shares, and say on pay rules.  

2010

Volume 16
This issue contains an article from PwC partner, Catherine Bromilow, on the top ten issues facing audit committees, from committee effectiveness to regulatory changes and risk management. Also in this edition, Bromilow contributes to a discussion about the Dodd-Frank Act's impact on the corporate boardroom. Additional articles include legal tips for new directors, the evolving role of the lead director, the board's role in crisis management, and evaluating your company's executive severance plan.

Volume 15
This issue contains articles from PwC partners on how climate change impacts corporate strategy, a director's guide to mitigating Foreign Corruption Practices Act (FCPA) risks, and if the SEC's year-end proxy rules will improve effectiveness. Also in this edition are articles on new expectations for the compensation committee and the shift toward establishing a positive ethical culture with the board.
 

2009

Volume 14
This issue contains articles from PwC on what boards should be doing now to prepare for IFRS. Also in this edition are articles on such topics as executive compensation and political contributions.

Volume 13
This issue contains articles from PwC on planning for emerging risks and how audit committees are coping with today’s challenges. Also in this edition are articles on engaging with Wall Street during a crisis of confidence, managing risk in compensation, and setting the tone for corporations to effectively manage legal and regulatory matters.