PwC releases annual corporate directors survey findings on topics of regulatory and enforcement environment, strategy and risk oversight

New ACDS research shows majority of directors believe the costs to companies of increased legislative, regulatory and enforcement initiatives exceed potential benefits


NEW YORK, Sept. 18, 2013 Many directors believe recent regulatory and enforcement initiatives have failed to achieve increased investor protections, improve public trust in the corporate sector, or enhance transparency to stakeholders, according to new data from PwC US’s 2013 Annual Corporate Directors Survey.

In today’s release, PwC provides an inside look at key issues and board insights surrounding the areas of the regulatory and governance environment, as well as strategy and risk management oversight. A total of 934 public company directors responded to the survey in the summer of 2013, of which 70% serve on the boards of companies with more than $1 billion in annual revenue.

“Directors surveyed expressed concerns about the efficacy of recent regulatory and enforcement initiatives,  many saying that such initiatives fail to achieve increased investor protections, public trust and transparency,” said Mary Ann Cloyd, Leader of PwC’s Center for Board Governance. “And with respect to their strategy and risk management oversight roles, we continue to see boards evolve and adjust to meet the demands of today’s corporate governance world.”

Key survey findings include:

  • Directors skeptical of regulatory and enforcement initiatives. Nearly two-thirds of directors (64%) believe recent regulatory and enforcement initiatives have not increased investor protections, and 77% don’t believe they have increased public trust in the corporate sector. In addition, 51% think these efforts have not enhanced transparency to stakeholders “very much” or at all.
  • Costs of regulation exceed benefits. Nearly three-fourths of directors feel that increased regulation and enforcement initiatives have added costs to the company that exceed benefits, and 56% believe they have at least somewhat put excessive burdens on directors.
  • Director and CEO views on who influences company strategy. CEOs see more influence by the media and supply chain partners than directors do. Directors see somewhat more influence from investors and creditors, and say they are more concerned about the government impairing growth prospects.
  • More comfort with risk oversight. The percentage of directors who feel there is a clear allocation of risk oversight responsibilities among the board and its committees improved by 17 points over the prior year. Half of those who say there is clarity believe it still could be improved.
  • Proxy advisors considered more influential, but credibility is losing ground with directors. Despite their perceived increased influence, proxy advisory firms appear to be losing ground with respect to their independence, the thoroughness of their work, and the quality of their voting recommendations—all of which declined in 2013.
  • What boards want to know. Nearly a quarter of directors wish they had better information on competitor initiatives and strategy, despite the fact that 94% of them said they receive it. 
  • Additional measures to deter fraud. In the last 12 months, three-fourths of directors took additional actions to reduce fraud risks. Six of 10 say their boards held discussions regarding “tone at the top,” a 14 percentage-point increase from last year. Other measures taken by directors included increasing their interactions with members of management below the executive level and having discussions about insider trading controls.

For more information on 2013 survey findings for strategy, risk management and regulatory and governance environment; and to download a copy of PwC US’s complete 2013 survey results, please visit:

In addition, 2013 survey data on board composition, structure and performance is available here; data specific to IT oversight is available here; and 2013 survey data about stakeholder communications and executive compensation is available here and here, respectively.

About PwC's Center for Board Governance

PwC's Center for Board Governance is a leading resource for directors. By promoting leading governance practices, the Center advances excellence in the boardroom and is dedicated to better enabling boards and audit committees to perform their important roles. To provide timely updates to board members, the Center publishes the Annual Corporate Directors Survey, monthly BoardroomDirect, and offers forums for directors to discuss current issues.

For more information, please visit

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Krista Eccleston
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