From the diversity of the board to oversight of new ESG risks, directors are coming under increasing pressure to rethink governance and decision making processes. Are Caribbean organisations living up to stakeholder expectations? PwC in the Caribbean’s Corporate Governance Survey 2022: Picking up the pace gauged the views of 193 directors from private and public sector organisations across the region to find out.
Our Eastern Caribbean (EC) directors are beginning to build ESG into their business strategy agenda and discussions, with several directors indicating that their boards have included ESG in strategic planning and board ERM discussions at meetings. The need to strike a better balance, making ESG more central to the medium and long term goals of our organisations, is gradually occurring. This is positive, but greater momentum is needed to face the realities of double materiality.
would replace two or more fellow directors
Although just over half of our EC directors are satisfied with the composition of their boards, 46% believe that at least one fellow board member should be replaced. Of these, nearly 25% would replace two or more fellow directors on the basis of issues such as a reluctance to challenge management, a lack of appropriate skills or a negative impact on the dynamics in the boardroom.
Most of our EC directors view diversity as bringing unique perspectives and almost all also agree that diversity stands to enhance board and strategic performance. Yet the responses also reflect that our boards don’t have immediate plans to fundamentally address these gaps, with many indicating that no such efforts have been made on their boards over the last 2 years. Directors say that the reluctance of long serving directors to retire and an over-reliance on their own networks to source candidates are the main barriers.
feel virtual meetings have a negative impact on director engagement
Our EC directors largely believe that the shift to virtual meetings have had a positive impact on the efficiency and effectiveness of their meetings, or have at least not impacted them at all. Directors also feel strongly that virtual operations have not affected their fundamental role of holding management accountable. However at the other end of the spectrum, 33% feel there has been a negative impact on director engagement and the ability to voice dissent, which can both have a severe impact on board dynamics and overall effectiveness.
70% of the directors support incentive plans as a way to enhance long-term shareholder value, with customer satisfaction and ethical behaviour being the most important non-financial metrics. However, more than 45% have concerns that executives are already overpaid. Over 40% believe that compensation committees may be too willing to approve overly generous packages/incentives and more than 25% feel that performance targets are sometimes too easy to achieve.
support incentive plans
ESG Leader, PwC East Caribbean, PwC Barbados