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Governance

Global Annual Review 2021

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“Consistent high standards across everything we do are fundamental to the success of PwC. Our global governance board plays a key role in overseeing the rigorous standards that every PwC member firm agrees to comply with and the monitoring of compliance”

Lisa Sawicki

Lisa Sawicki

Governance Chair of PwCIL

How we are organised, the standards we expect and the codes of conduct we live by

Introduction from the Governance Chair of PwCIL, Lisa Sawicki

I was honoured to be elected as the chair of the PwC network’s global governance board in June 2021, having served as a global board member for the previous four years. I very much look forward to chairing the global board and working with my fellow board members, including our two independent board members Troy Paredes and Jan Sijbrand.

During my first term as a global board member, we made some significant strides towards being more open and transparent about how the PwC network is organised, and about the standards and behaviours that we expect of our leadership team, member firms and of all our people across our network. We also focused very closely on the quality of the services we provide to our stakeholders across all our businesses and right around the world. You can read more on these topics in this global annual review. 

As a global board we work closely with PwC’s global leadership teams. This work includes reviewing their performance against our agreed strategy and objectives; setting, updating and overseeing the implementation of the standards by which every member firm in the PwC network has agreed to abide; and liaising with the governance bodies of individual firms in the PwC network to share expertise and best practice.

In FY21 the board’s key areas of focus were the development of the new PwC network strategy - The New Equation - as well as our ongoing response to the COVID-19 pandemic, the quality of the services we provide and the impact of major initiatives such as our New world. New skills. programme. 

As part of our continuous improvement efforts, in FY21 the global board commissioned a governance effectiveness review of itself. The board is currently reviewing and implementing the key recommendations. In the year ahead, the board is maintaining a tight focus on the quality of PwC’s services and reviewing the execution and impact of The New Equation across the PwC network.

We are encouraging all our member firms to have external board members on their governance bodies.  Please take a look at the progress we have made in this area - along with many others - in this global annual review.

Lisa Sawicki, Governance Chair of PwCIL

Legal structure, leadership and governance

Network structure and member firms

In many parts of the world, the right to practise audit and accountancy is granted only to firms that are majority-owned by locally qualified professionals. PwC is a global network of separate firms, operating locally in 156 (FY20: 155) countries around the world. As of 30 June 2021, the PwC network has 637 active and client-facing entities. The partners in each firm elect a Territory Senior Partner to lead that firm for a fixed term. The length of this term, and the maximum number of terms for which any Territory Senior Partner can be elected, are set by each member firm.

PricewaterhouseCoopers International Limited

PwC firms are members of PricewaterhouseCoopers International Limited (PwCIL), a UK private company limited by guarantee that facilitates coordination between member firms. PwCIL does not practise accountancy or provide services to clients. It works to develop and implement policies and initiatives to create a common and coordinated approach for member firms in key areas such as strategy, brand, risk, and quality.

Member firms have the right to use the PwC name and to request the resources and methodologies of the PwC network. In return, member firms agree to abide by common policies and standards. Each member firm agrees to pay its allocated share of network costs.

As members of the PwC network, PwC firms share knowledge, skills and resources. This membership facilitates member firms to work together to provide quality services on a global scale to international and local clients, while retaining the advantages of being local businesses – including being knowledgeable about local laws, regulations, standards and practices.

Network Leadership Team 

The Network Leadership Team (NLT) sets the overall strategy for the PwC network and the standards to which member firms agree to adhere. In FY21 PwC’s latest strategy - The New Equation - was launched and its roll-out began across the PwC network. The NLT is made up of the Global Chairman of the PwC network - currently Bob Moritz; the Territory Senior Partners of the member firms in China - Raymund Chao, the UK - Kevin Ellis, and the US  - Tim Ryan; and a fifth member appointed by the global board, currently the Chairman of PwC Europe - Harald Kayser. The Global Chairman of the PwC network and the fifth member may serve for a maximum of two terms of no more than four years each in their respective capacities. The terms of the other NLT members are limited by the arrangements in their respective firms. The NLT met 32 times in FY21 (FY20: 32). In FY21 all NLT meetings were held virtually.

Strategy Council

The Strategy Council, which is made up of the Territory Senior Partners of the 21 largest member firms and regions, agrees on the strategic direction of the network and facilitates alignment for the execution of strategy. The Strategy Council is expected to meet at least quarterly. In FY21 the Strategy Council met 11 times (FY20: 11). All meetings in FY21 were held virtually.  

Global Leadership Team 

The Global Leadership Team (GLT) is appointed by, and reports to, the NLT. Its members are responsible for leading teams drawn from PwC member firms to coordinate and lead PwC’s activities across all areas of the business. The GLT met 10 times in FY21 (FY20: 9). In FY21 all GLT meetings were held virtually.

Global Board

The board of PwCIL is comprised of 20 members who are responsible for the governance of PwCIL and the PwC network, oversight of the NLT, and approval of network standards. With the exception of two external, independent directors, the other 18 elected members are full-time partners of PwC member firms from around the world who are not members of the senior leadership teams of those firms. Of the current 18 elected board members, eight are women.

Board members are elected every four years by partners exercising their votes through their member firms. The current board, with members from 13 countries, took up office in June 2021. Board members may serve a maximum of two terms of four years each. Six of the board members are in their second term. Seven board members currently serve as chair of their member firm’s governance body, providing strong alignment on matters of strategy, quality and execution among member firms. 

You can view a short biography of each board member here including details of any other boards or bodies that they may serve on.

Having a broad range of backgrounds and experiences is an essential ingredient in the board discussions. In addition to their technical expertise across a range of disciplines, our board members also have experience and competencies across the spectrum of Environmental, Social and Governance (ESG) issues, including diversity and inclusion, social mobility, renewable energy and corporate governance.

The board currently has four standing committees: the Governance Committee, Markets Committee, Risk Committee and Operations Committee. The board may establish other committees from time to time. Below is a summary of each Committee’s focus areas.

people at a seminar


Committee Committee focus areas
Governance
  • Network governance and leadership matters, including succession planning
Markets
  • Relationships (including clients, joint business relationships) and markets
  • Portfolio of services (including delivery models)
  • Brand positioning
  • Corporate Responsibility and Public Interest
Operations
  • Finance and operations including network investments and performance
  • People, including upskilling, culture and values
  • Technology strategy, enablement and execution, including data protection
Risk
  • Enterprise-wide risk management and legal matters
  • Quality, network standards, ethics & compliance and policies
  • Firm admissions

During FY21, the board met 13 times (FY20: 12). Collectively, the board’s standing committees met 31 times (FY20: 36). Each meeting in FY21 was virtual. 

Governance boards in member firms

All member firms are required to have a separate local governance body to oversee the performance of the firm’s leadership and to provide direction and guidance. While these governance boards have traditionally been made up of partners from that firm, as with the global board, external people are increasingly joining these boards or alternatively member firms are setting up additional advisory bodies made up of external members. We regard this as good practice and are encouraging its wider adoption across the member firms in the PwC network. For example, the majority of the 21 Strategy Council firms either have, or are taking steps to have, some form of external oversight, either in the form of external governance board members or advisory bodies:

  • PwC US currently has two external members on its board.

  • PwC UK has five independent non-executive directors on its Public Interest Body

  • PwC Canada has four external directors on its board.

  • PwC Switzerland has a Public Interest Committee consisting of five external members. 

  • PwC Australia has a three-member external audit quality advisory board. 

  • PwC Netherlands has a wholly external oversight board as required by Dutch legislation.

  • PwC Italy has an independent director on its audit firm board. 

Transparency

Many PwC member firms publish annual transparency reports disclosing information relating to their legal structure and ownership, governance structure, internal quality management systems, quality assurance, education and independence practices, audit revenue, and partner remuneration. These reports, many of which are set out in accordance with the requirements of the relevant local laws and regulations, such as article 13 of the EU regulation No. 537/2014, are designed to give stakeholders insights into key aspects of PwC member firms, and to aid understanding of how PwC member firms are organised and deal with key issues such as quality management. To read the transparency reports for PwC member firms click here.

Network standards and policies

PwC member firms agree to abide by certain standards including:

Strategy and alignment: Each member firm shall implement a strategy which is aligned with the PwC network’s strategy and implement the strategic initiatives set out by PwC’s NLT.

Investment: Each member firm shall annually invest a percentage of its net revenues to fund investments, at levels to be agreed annually with PwC’s NLT. Investments are used to fund, among other things, enhancements in quality, risk management, technology developments and acquisitions

Technology: Each member firm shall implement the network technology strategy, including specific policies on information security and data protection.

Quality: Each member firm shall establish business processes that promote and facilitate the delivery of quality services and comply with all applicable PwC network and professional standards and requirements. These include having processes in place to enable firms to provide quality services in a manner that meets relevant stakeholder expectations, and member firms only accepting clients and undertaking engagements that are consistent with PwC’s network risk management policies.

Brand: Each member firm shall consistently reflect the attributes of the PwC brand, including brand positioning, brand personality and visual identity, in all external and internal activities and messages.

Governance: Each member firm shall have an oversight function, independent from management, which practises continuing good governance.

Enterprise Risk Management:  Each member firm shall establish an enterprise risk management programme and integrate this within its business operations. It will also perform an enterprise-wide risk assessment which identifies and prioritises the components of enterprise-level risk, and develop specific action plans to mitigate each identified risk.

People: Each member firm shall put in place an appropriate strategy, policies, processes and systems to attract, retain and develop a diverse group of people of the quality needed to deliver services and operate its business.

Ethics & Compliance: Each member firm shall embed a strong culture of ethics and business conduct in its people and in the way they conduct their business, including training for all new joiners in ethics and compliance and annual training and assessment for all employees. 

Independence: Each member firm shall establish systems, policies and procedures designed to ensure that the firm and its people comply with independence laws and regulations, including PwC’s minimum requirements and policies.

In addition to the common standards and policies of the PwC network, PwC member firms also have access to common methodologies, technologies and supporting materials for many services.

These methodologies, technologies and materials help member firms, partners and staff perform their work more consistently, and promote quality while supporting their compliance with the way PwC does business and in line with our strategy - The New Equation.

worm's eye view of skyscrapers

Monitoring compliance with network standards and policies

By PwC member firms: Each member firm must monitor its controls and the effectiveness of its quality management systems in a manner appropriate to the level of risk in its environment, assessing in particular whether the policies and procedures that constitute its system of quality management are designed appropriately and operating effectively to provide reasonable assurance that its work is being performed in compliance with laws, regulations and professional standards. This includes performing annual risk assessments and action plans, reviews of its systems and procedures, transaction testing where appropriate, and reviews at the individual engagement level across each line of service.

At the network level: Each year, using a common technology platform, PwC member firms assess their compliance against the network standards. This platform facilitates the review and assessment of controls, the establishment of testing requirements, and the collection and evaluation of evidence relevant to the member firm’s assessment:

  • Each year, every member firm completes an annual self-assessment of its compliance with network standards and related policies and procedures and confirms whether it is in compliance with the standards. The member firm supports its self-assessment with appropriate evidence in required areas.
  • As part of the self-assessment, a senior partner of each member firm signs a confirmation as to whether the member firm was in compliance, in all material respects, with each network standard. The senior partner also commits to addressing any remedial actions identified as a result of the self-assessment. To address specific matters where process improvements are needed, member firms, with the assistance of the network, prepare, review and execute action plans.
  • Each self-assessment is independently evaluated by a core team of specialists and feedback is provided to the member firm, where appropriate. Where a member firm is unable to confirm compliance, in all material respects, with the standards, it must implement a remediation plan which is monitored with the assistance of the network.

All member firm partners and staff complete individual annual compliance confirmations indicating their understanding of, and compliance with, those policies which are applicable to them.

Network Review Programme: In addition to the above, we would in a normal year conduct a Network Review Programme (NRP) that coordinates and facilitates network-wide reviews that are sponsored/requested by global leadership. However, these reviews involve on-site physical meetings, which have not been possible as a result of the COVID-19 pandemic. Once it is safe to travel again the NRP will resume. In the absence of the NRP on-site reviews, there has been an increased focus on the assessment and analysis of each firm’s reporting against the network standards.

The way we do business and Codes of Conduct 

PwC member firms undertake their business activities within the framework of applicable professional standards, laws, regulations and internal policies. They also nurture a culture that supports and encourages PwC people to behave appropriately, with integrity and ethically, especially when they have to make tough decisions. PwC people have ready access to a wide array of support networks within their respective firms – both formal and informal – and technical specialists to help them reach appropriate solutions.

The PwC Code of Conduct (the ‘Code’) is applicable to all partners and staff in the PwC network. It does not provide detailed guidance on every situation where PwC partners and staff might need to answer the question, “what is the right thing to do?” Instead, as a principles-based guidance, it is designed to help PwC people think about difficult questions, promote consultation, and encourage them to speak up where concerns arise.

The Code also sets out a common set of expectations, a key element of which is abiding by applicable laws and regulations. If any local law or regulation is more restrictive than the Code, local law or regulation governs.

Each member firm agrees to comply with network standards and policies which complement the principles embodied in the Code. Certain sections of the Code are reinforced by PwC’s ethics and compliance standards, network risk management policies and local supplemental policies, which seek to address local legislation, regulation and risks. We expect the same standard of behaviour from those organisations who work with member firms. Third parties are required to regularly confirm their compliance with the PwC Third Party Code of Conduct or its equivalent.

In the area of taxation, it is a general principle that taxpayers have the right to manage their tax affairs provided they act within the law. Equally they should also be able to access independent advice on their tax position. However, the dynamic and complex nature of tax laws - both at a national and international level - is such that it is not always clear where lines should be drawn. To help our clients and our people make informed decisions on tax, taking into account the relevant considerations, the member firms of the PwC network act according to the Global Tax Code of Conduct.

Complaints and allegations 

The PwC Code of Conduct and the behaviours we seek to reinforce are brought to life in numerous ways for our people, including formal training, leadership programmes emphasising a ‘Speak up Culture’ and ‘Respect at Work’, and in our day-to-day work and handling of complaints and investigations.

Speak up. Speaking up is crucial to our culture at PwC – it is a living example of our values. Speaking up when something doesn’t seem right demonstrates integrity and that we have the courage to do the right thing. It also helps to prevent mistakes and misconduct, while showing that we care about each other and our business. And it assists us in living up to our commitment to delivering quality outcomes. Everyone within the PwC network – no matter what their level or role – is encouraged and empowered to speak up when dealing with a situation that doesn’t seem right. Each has a responsibility to report and express their concerns.

We have just completed the network-wide implementation and roll-out of the PwC Ethics Helpline and case management system. Every member firm has a confidential and secure tier of the helpline where concerns may be reported and will be investigated. The Ethics Helpline is available to all PwC partners and staff and third parties.

Listen up. Listening and collaboration mean we consult with our colleagues so that concerns are heard and addressed in an open and professional manner. We consult with our supervisors, coaches, ethics teams and human capital representatives. They are responsible for addressing and escalating as necessary the issues brought to their attention.

Follow up. For any allegation, complaint, or concern, we investigate and address the situation in an appropriate way. If a concern is reported, it is handled with appropriate confidentiality and discussed with others only as needed. Disciplinary action is taken as appropriate and in accordance with established accountability frameworks in each member firm.

Non Retaliation. PwC is committed to protecting our people against retaliation when complaints are filed in good faith. Retaliation is serious misconduct that will not be tolerated, and any PwC professional - whether a member firm partner or staff member - who takes retaliatory action will be held accountable.

Conflicts of interest

Given the broad nature of our operations and the many clients that we serve, PwC frequently faces the risks of potential conflicts of interest. We take any potential conflict seriously and if a conflict is identified, the network is committed to facilitating member firms’ efforts to take timely steps to address it. Member firms maintain internal controls and processes to identify potential conflicts and comply with relevant regulations. Network programmes reinforce the need to act in accordance with the PwC Code of Conduct and frameworks for ethical decision-making at both a member firm and network level. The network and member firms understand that there is a greater risk of conflict, or a perception of such issues by our stakeholders in some key areas (including working with government) and there are separate principles to deal with these areas.

Working with government

The PwC network has a set of principles it expects to be followed by all firms when hiring a former government official or when someone from PwC takes a senior post in government. When we refer to government in this context, the term covers not only organisations regarded as strictly governmental, but also organisations that regulate or have public oversight of the professional services that we provide.

Principles

When we recruit staff from governments and related agencies or when our people leave PwC to join those organisations, our principles are:

  • When government officials join PwC, we uphold any professional restrictions the government or the law imposes on them. Where there are no rules, we put appropriate restrictions in place.

  • When government officials join PwC, they do not represent us in front of those government bodies they previously represented for a period of at least one year, or for a longer period if prescribed by the government.

  • When a senior PwC person joins a body that has regulatory oversight of PwC and our practitioners, we advise the body of any ongoing financial interest they have in PwC (e.g. pension arrangements), and ask that the individuals are not involved in making decisions about PwC for at least one year and until that financial interest concludes.

  • So we can uphold the practice outlined in the point above, we take steps to request retired partners to advise us before accepting an appointment with any government body or regulatory agency.

There will be differences in how these principles apply to local circumstances for our member firms, as local laws or regulations could override the principles or provide additional requirements with which a member firm must comply. However, we expect member firms to have a common minimum approach in line with these principles.

WEF IBC metrics report

As part of our commitment to transparency we are including an overview of our disclosures based on the WEF IBC Stakeholder Capitalism Metrics.

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Mike Davies

Mike Davies

Director, Global Corporate Affairs and Communications, PwC UK

Tel: +44 7803 974136

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Mike Davies

Director, Global Corporate Affairs and Communications, PwC United Kingdom

Tel: +44 7803 974136

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