Update on current board issues: December 2012

Issues in brief

Our 2012 focus on audit quality report

PwC recently released its 2012 report, Our focus on audit quality.

As noted in the report, during our fiscal year ended June 30, 2012, we continued to make improvements designed to support our commitment to audit quality. Some examples of these improvements include almost tripling the amount of time partners in our Chief Auditor Network have committed to spend on activities supporting audit teams, and enhancing both our audit processes and learning and development programs.

The report includes our 2012 Transparency Report, which meets the requirements of Article 45(5)(e) of the European Union’s Directive on Statutory Audit 2006/43/EC.

Read the complete report here

Corporate disclosure, financials lead 2012 whistleblower tips

The highest number of whistleblower tips made in 2012 -- the first full year of the SEC’s whistleblower program -- related to corporate disclosure and financials

Of the 3,001 tips, complaints, and referrals made to the SEC in the year ended September 30, 2012, 18%, or 547, were in that category, followed by 16% related to offering fraud, and 15% related to market manipulation. However, there was only one financial award paid out this year. It was $50,000 to a whistleblower whose tip led to a $1 million court order in sanctions. In that case, the tipster received 33% of the $150,000 that had been collected. There were 143 enforcement judgments and orders issued during fiscal year 2012 that potentially qualify as being eligible for a whistleblower award. [Read the SEC press release here and the whistleblower report here.]

For background on the SEC whistleblower program, read To the point – Summer 2011: How to prepare for whistleblower investigations.

Spencer Stuart: Directors getting older, staying longer

Directors at S&P 500 companies are getting older and staying longer. More boards are setting a mandatory retirement age and those that have such a requirement are raising it to 75 years or older, according to the 2012 Spencer Stuart US Board Index.

The annual survey of corporate secretaries and general counsel found that S&P 500 boards elected 291 new directors in 2012, the smallest number of new appointees since 2001. Also, the average age of independent directors on S&P 500 boards rose to 62.6 from 61 five years ago. A decade ago, 39% of boards had an average age of 59 or younger, compared with 16% today. And more new directors are retired executives (38% vs. 29% in 2007).

In 2012, 73% of all S&P 500 boards set a mandatory retirement age, up from 55% in 2002. Twenty-two percent set mandatory retirement at 75 years or older and 54% put it at 72. Ten years ago, just 2% of 268 boards had a retirement age of 75 or older and 59% had it at 70.

The PwC 2012 Annual Corporate Directors Survey found that 35% of respondents have been on their current board for more than 10 years. Also, nearly one-third of survey participants responded that a fellow director should be replaced.

Some other major findings from the Spencer Stuart Board Index include:

  • More boards are limiting the number of other corporate directorships for their directors (74% in 2012 vs. 55% in 2007).
  • While fewer than 4% of S&P 500 companies report a formal policy to separate the chair/CEO role, 43% actually split those roles, compared to 25% that did so in 2002.
  • The pace of change toward a more diverse board has been "discouraging" in the U.S., with women accounting for just over 17% of independent directors, up from 16% in 2007 and 12% in 2002.