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1、Todays boardroom:confronting the change imperativeGovernance Insights CenterPwCs 2023 Annual Corporate Directors SurveyIntroduction 3Key findings 4Board refreshment 5ESG oversight 7Crisis management 9Board diversity 11Executive compensation 13Cyber oversight 15Board effectiveness 17Shareholder engag

2、ement 19Complete survey findings 212PwCs 2023 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findingsINTERACTIVE PDF3PwCs 2023 Annual Corporate

3、 Directors SurveyFor corporate executives and directors,2023 should probably have felt calmer than it has,given the events of the last several years.But the ride remains a rocky one.Russias war on Ukraine persists,exacerbating global tensions and trade conflicts.Extreme weather events have not only

4、strained power grids and forced emergency action but ramped up pressure for companies to accelerate their net-zero timelines.New government regulations carry major ramifications,which are still coming into focus,for corporate strategy and investment.Rapidly evolving AI technologies are disrupting es

5、tablished business models across industries.Stakeholders are looking to corporate leaders to address major social issues,notwithstanding strong disagreement on how those issues should be addressed.All of this points to the fact that the business community must embrace the need to change.And that cha

6、nge imperative is top of mind in every boardroom.For over 15 years,PwCs Annual Corporate Directors Survey has taken the pulse of the corporate boardroom.And this years survey of over 600 public company directors suggests the pace with which directors are evolving to meet these challenges remains slo

7、w.Resistance to evolution continues to plague many boards,particularly when it requires self-reflection about their own composition.While its more important than ever that organizations have the right people in the boardroom to oversee their strategy for today and tomorrow,many directors remain relu

8、ctant to take action on board refreshment.And though directors tell us they are ready to handle enhanced disclosures in areas such as sustainability,there is a growing hesitancy when it comes to seeing the link between ESG factors and company strategy and performance.The news is not all grim,though.

9、Directors views on shareholder engagement have evolved.Their confidence level in technical topics such as cybersecurity has grown.Strides have been made when it comes to diversifying the boardroom,though it remains a work in progress.But progress is not a journey with a finish line and boards still

10、have work to do in responding to the imperative to change.Our hope is that this years survey will provide the insights and benchmarking that boards need to address this evolution head on.In a time of change for corporations,boards have the opportunity to lead the way,setting the pace for C-suite lea

11、ders.This years survey not only shows where directors may need to confront roadblocks,but also indicates a path forward.IntroductionIntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurv

12、ey findings4PwCs 2023 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findingsKey findingsDirectors are critical of peers yet are notusing the b

13、oard assessment process todrive change 45%of directors think someone on their board should be replaced 96%of directorsare confident their board can guide the company through a crisis 201770%50%202359%202249%202348%say their boardshave not created a formal crisis management escalation policyof direct

14、ors say someone on their board(other than the CEO)engaged withshareholders in the past year Enough time to prepare for board meetings Meaningful discussions in private sessions The right committee structure Sufficient time allocated to committee work39%say their boards have not made any changes as a

15、result of their last board assessment Yet,Yet,More directors say they are prepared tooversee ESG disclosure,but only half seethe link between ESG and company strategy Boards may be overconfident in theircrisis preparednessDirectors see the value in board diversitybut feel the issue has become politi

16、cized Prepared to overseemandatory ESGdisclosures Despite somewhat incomplete readiness activities,directors are confident in their crisis response abilitiesFor the moment,sentiment toward levelsof executive compensation is improving Directors are more cyber confidentFewer directors feel that execut

17、ives are overpaid,compared with six years agoFewer directors see cybersecurity as a significantoversight challenge54%Most directors have a positive view of coreboard practicesBoards continue to directly andproductively engage with shareholdersMore than 8 in 10 directors say their boards have:ESG iss

18、ues are linked tothe companys strategy DiversityenhancesboardperformanceBoard diversityefforts are drivenby politicalcorrectnesssay the discussion was productive 87%82%55%2021202220232022202364%57%54%51%25%5PwCs 2023 Annual Corporate Directors SurveyWhat are directors saying?Directors are critical o

19、f peers yet are not using the board assessment process to drive change Over the last five years,directors criticism of the performance of their peers hasnt necessarily translated into changes in board composition.It seems that the board assessment process,which should identify performance issues,is

20、not being leveraged to its full capabilities.In fact,only 11%of directors say their boards assessment processes resulted in the decision to not renominate a director.Whats driving this?Notwithstanding increased attention on board refreshment,annual rates of turnover in the S&P 500 were approximately

21、 7%in 2023.Rules-based refreshment mechanisms have proven neither particularly effective nor popular.While mandatory retirement age is common,over half of boards set it at 75 or older,and only 8%of S&P 500 companies have adopted term limits for non-executive directors.In our research,directors have

22、pointed to an ineffective assessment process and board leaderships unwillingness to initiate difficult discussions about stepping down as two of the stumbling blocks to board refreshment.Whats underneath the data?Board leadership structure may impact assessment actions Directors on boards with non-e

23、xecutive independent chairs are more likely to say their board made changes as a result of their assessment processes,compared with their peers whose boards have combined CEO/chairs.39%say their boards have not made any changes as aresult of their last board assessment2019202020212022202349%49%47%48

24、%45%Yet,Directors on boardswith non-executiveindependent chairsDirectors on boardswith a CEO chair68%56%Q3.In your opinion,how many directors on your board should be replaced?(select one);Q7.In response to the results of your last board/committee assessment process,did your board/committee decide to

25、 do any of the following?(select all that apply)Base:Q3:731(2019);686(2020);841(2021);693(2022);614(2023);Q7:600 Sources:PwC,Annual Corporate Directors Survey,2019-2023.Percentage of directors who think at least one director on their board should be replaced Directors who say their boards have taken

26、 action as a result of the board assessment process:Q7.In response to the results of your last board/committee assessment process,did your board/committee decide to do any of the following?(select all that apply)Base:532Source:PwC,2023 Annual Corporate Directors Survey,October 2023.IntroductionKey f

27、indingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findingsBoard refreshment 6PwCs 2023 Annual Corporate Directors SurveyBoard assessments are not driving desired turnoverDirectors who say two or m

28、ore of their peers should be replaced are more likely to view the board assessment process negatively.Assessments are too much of a“check the box”exerciseThere are inherent limitations to being“frank”Q6.Regarding board/committee performance assessments,to what extent do you believe the following?Bas

29、e:600-601Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Directors who want two or more peers replacedAll respondents 65%41%Directors who want two or more peers replacedAll respondents 65%41%Directors who want two or more peers replaced All respondents 71%56%Year after year,directors

30、tell us that they would like to see more turnover on their boards.This year,75%of directors express confidence that their boards could effectively remove underperforming directors.Yet refreshment remains a challenge.Not surprisingly,the directors who think their boards assessment processes are ineff

31、ective are more likely to desire change:69%of directors who say their boards assessment process is not effective want someone on their board replaced 57%want at least two directors on their board replacedBoard actions Review your current assessment process.If you are not assessing individual directo

32、rs,commit to doing so.Set or reset expectations on the objective of the assessment,specifically what actions are taken with the results.Reaffirm the critical role of the chair or independent lead director in owning difficult conversations that may come out of the feedback.For more information:Indivi

33、dual director assessmentsWhat should directors do?a PwC perspective IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings7PwCs 2023 Annual Corporate Directors SurveyPercentag

34、e of directors who say ESG issues are linked to the companies strategiesPercentage of directors who say their board is prepared to oversee mandatory ESG disclosuresPercentage of directors who say ESG issues are linked to the companys strategy2022202351%25%20212022202364%57%54%51%Q21.With which of th

35、e following statements do you agree about ESG issues?(select all that apply)Base:788(2021);636(2022);531(2023)Sources:PwC,2021 Annual Corporate Directors Survey,October 2021;PwC,2022 Annual Corporate Directors Survey,October 2022;PwC,2023 Annual Corporate Directors Survey,October 2023.Our board has

36、discussed climate change in the past 12 monthsQ19.In the last 12 months,to what extent has your board discussed the following ESG issues?Responses:Substantially and somewhatBase:649(2022);555(2023)Sources:PwC,2022 Annual Corporate Directors Survey,October 2022;PwC,2023 Annual Corporate Directors Sur

37、vey,October 2023.202220222023202351%51%48%48%What are directors saying?More directors say they are prepared to oversee ESG disclosure,but only half see the link between ESG and company strategy Just over half of directors say their boards are sufficiently prepared to oversee forthcoming mandatory ES

38、G disclosures,up from 25%in 2022.But ever fewer directors feel that ESG issues are linked to strategy.Whats driving this?The impact of any given ESG topic on a company varies greatly by size,geographic footprint,industry and more.But the risks and opportunities are real,and directors play a key role

39、 in challenging management to think creatively about strategic alternatives and opportunities available after prioritizing which topics are linked to the companys strategy.At the same time,some stakeholders(state governments,investors and activists)have pushed back on the perceived ESG“agenda.”In 20

40、23,21 state attorneys general sent letters to a handful of investors citing concerns about the weight placed on ESG factors in proxy voting at annual meetings.Its easy to lose the connection to strategy when viewing ESG as an agenda on a discrete set of topics instead of a way to understand emerging

41、 market forces.Its also worth noting that since we fielded this survey in the spring of 2023,even the term“ESG”has been scrutinized,with a move toward using the term sustainability.Whats underneath the data?Directors say their boards are discussing climate change somewhat lessGiven global regulators

42、 and others increasing focus on climate change,we would have expected more board discussion year over year.IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findingsESG oversight

43、8PwCs 2023 Annual Corporate Directors SurveyESG issues are linked to company strategyESG issues have a financial impact on company performanceQ21.With which of the following statements do you agree about ESG issues?(select all that apply)Base:514Source:PwC,2023 Annual Corporate Directors Survey,Octo

44、ber 2023.Female directorsMale directors67%51%Female directorsMale directors67%51%Female directorsMale directors61%35%Gender disconnect on ESG issuesFemale directors are more likely to see ESG issues as linked to company strategy and having a financial impact on company performance.Directors may be w

45、eary of discussing ESG,an often-poorly defined catchall category,but regulatory disclosure readiness will only grow in importance.And despite directors increasing confidence when it comes to oversight of mandatory disclosures,many tell us they dont understand key risks.In particular:40%say their boa

46、rd does not understand carbon emissions very well or at all 37%say their board does not understand climate risk/strategy very well or at allMany companies have some disclosure processes and controls in place;however,directors should understand exactly where the company is.And since one-third(34%)of

47、directors acknowledge not understanding the internal controls and processes that support ESG data collection very well or at all,reviewing how management gains confidence in that data could be helpful.Board actions Look for sustainability on your boards agenda,including broader“S”and“G”issues.Discus

48、s whether the allocation of responsibility between the full board and committees is appropriate.Allocate time at every meeting(full board and/or committee)as well as time at the annual strategy session to understand sustainability risks and opportunities.Know who on the management team is overseeing

49、 both opportunity and risk in this area make sure you are hearing from them and receiving regular,decision-useful information.For more information:ESG oversight:The corporate directors guideWhat should directors do?a PwC perspective IntroductionKey findingsBoard refreshmentESG oversightCrisis manage

50、mentBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings9PwCs 2023 Annual Corporate Directors SurveyHave not created a written escalation policyHave not participated in tabletop exercises96%of directorsare confident their board canguide the com

51、pany through acrisis 48%have notcreated a crisis management escalation policy 70%have notparticipated in tabletopexercisesYet,Q25.How confident are you in your boards ability to effectively:Responses:Very much and somewhat;Q16.With regard to crisis management oversight(e.g.,cyberattack,natural disas

52、ter,financial fraud allegations),has your board done any of the following?Base:550;571-576Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Have not discussed regulatory/enforcement agency contact protocolsQ16.With regard to crisis management oversight(e.g.,cyberattack,natural disaster,

53、financial fraud allegations),has your board done any of the following?Base:267-472(2019);571-579(2023)Sources:PwC,2019 Annual Corporate Directors Survey,October 2019;PwC,2023 Annual Corporate Directors Survey,October 2023.201924%48%2023201944%70%2023201913%36%2023What are directors saying?Boards may

54、 be overconfident in their crisis preparednessDespite nearly every director surveyed telling us they think their board is prepared to guide the company through a crisis,70%say they havent participated in a tabletop exercise,48%havent agreed upon a written escalation plan and 32%havent defined board

55、leaderships role in a crisis.Whats driving this?The last few years have renewed boards focus on crisis management and resiliency.You may be thinking that weathering a pandemic and global upheaval has steeled leaders for the next crisis.But it is key actions such as performing an effective post-crisi

56、s review,focusing on continuous improvement and having a robust plan in place that position a company to come out ahead next time.Crisis response is a process that should evolve through iteration and exercise;opportunities for learning should be the norm and expected by both management teams and boa

57、rds.Whats underneath the data?Slippage with crisis management protocolsEven after the tumultuous last several years,fewer directors tell us their boards have taken foundational crisis management planning steps compared with a few years ago.IntroductionKey findingsBoard refreshmentESG oversightCrisis

58、 managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findingsCrisis management10PwCs 2023 Annual Corporate Directors SurveyHave not created a written escalation policyHave not participated in tabletop exercisesQ16.With regard to crisis manage

59、ment oversight(e.g.,cyberattack,natural disaster,financial fraud allegations),has your board done any of the following?Base:252-254 Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Revenue less than$1 billion Revenue more than$10 billion 60%33%80%57%80%57%Revenue less than$1 billion Re

60、venue more than$10 billion 80%57%Smaller companies may be less prepared for a crisisDirectors at smaller companies say their board is less likely to have taken key crisis response preparation steps.After navigating a series of major global health and geopolitical crises,it would be surprising if man

61、agement teams werent more prepared than they were four years ago.There will undoubtedly be future crises,and the next one might be even more disruptive.Boards should not conflate the number of board discussions on these issues with assurance that everything is covered for the future.Crisis preparedn

62、ess is a continuous process,not a one-time exercise.A tabletop exercise is a critical component of any companys crisis response readiness,so it may be time to revisit the plan.Board actions Make crisis response part of the annual strategy session.Devote time to understanding managements plan and esc

63、alation process.Review how frequently,if at all,management performs a periodic tabletop exercise and reports out on results to the board.Consider advocating for board members to observe or participate in the exercise.For more information:Being prepared for the next crisis:The boards roleWhat should

64、directors do?a PwC perspective IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings11PwCs 2023 Annual Corporate Directors SurveyDirectors who agree that gender diversity is

65、an important attribute on their board:Brings unique perspectives to the boardroomEnhances board performance Efforts are driven by political correctnessResults in boards nominating unqualified candidates93%82%55%30%Q4.To what extent do you agree with the following statements about board diversity?Res

66、ponses:Strongly agree and somewhat agreeBase:613-615Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Q1.How would you describe the importance of the following skills,competencies or attributes on your board?:Gender diversity;Responses:Very important and some-what importantBase:811(2016

67、);691(2019);548(2023)Sources:PwC,2016 Annual Corporate Directors Survey,October 2016;PwC,2019 Annual Corporate Directors Survey,October 2019;PwC,2023 Annual Corporate Directors Survey,October 2023.201699%90%90%80%Female directors100%73%Male directors20192023What are directors saying?Directors see th

68、e value in board diversity but feel the issue has become politicizedWhile most directors agree that diversity brings unique perspectives and enhances board performance,more than half believe that diversity efforts are driven by political correctness;about one-third suggest that diversity efforts put

69、 less-qualified candidates on the board.Whats driving this?Numerous studies link board diversity with positive business outcomes.Proxy advisors and institutional investors are aligning their recommendations and votes to support diversity and result in consequences when it is lacking.Efforts have pai

70、d off:nearly two-thirds of the 2023 incoming class of directors in the S&P 500 were from diverse groups.But with turnover low,equity has still not been achieved.Its unclear how to assess directors impressions that diversity efforts result in unqualified candidates on the board.Lack of board experien

71、ce in new candidates may be a key factor contributing to this view:nearly one-third of the S&P 500s 2023 new director class were first-time public board members.Whats underneath the data?The gender divide on the importance and impact of board diversity deepensWhile every surveyed female director now

72、 views gender diversity as important for boards,a record-low percentage of male directors agree.Percentage of directors who agree with the following statements about board diversityIntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber overs

73、ightBoard effectivenessShareholder engagementSurvey findingsBoard diversity12PwCs 2023 Annual Corporate Directors SurveyMale directors who agree that board diversity enhances board performance:Q4.To what extent do you agree with the following statements about board diversity?Responses:Strongly agree

74、 and somewhat agreeBase:553(2019);393(2023)Sources:PwC,2019 Annual Corporate Directors Survey,October 2019;PwC,2023 Annual Corporate Directors Survey,October 2023.2019202385%76%Similarly,the percentage of male directors who think board diversity enhances board performance was a record-low 76%(down f

75、rom 85%in 2019).Our survey shows that boards generally agree on the benefits of having a diverse set of directors.Many have taken action in recent years to demonstrate this belief.Specifically,over the last two years:71%of directors say their companies disclosed information about board diversity in

76、proxy statements 66%say their boards replaced a retiring director with one who increases the boards diversityWhile boards have made strides to increase diversity,theres still room for improvement.Specifically,directors should seek a diverse slate of candidates when interviewing for a new position an

77、d be proactive in board succession planning;only 15%of directors tell us they amended/modified their boards succession plan to ensure increased diversity in the future.Board actions Expand the pool of potential director candidates include sitting executives in roles beyond CEO and CFO.Formalizing an

78、 onboarding and mentorship program for new directors can be particularly helpful for those serving on their first board,offering opportunities for tenured directors to provide guidance and perspective.For more information:You Say You Want a More Diverse Board.Heres How to Make It Happen.What should

79、directors do?a PwC perspective IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings13PwCs 2023 Annual Corporate Directors SurveyExecutive pay exacerbates income inequalityEx

80、ecutives are overpaid201770%50%2023Q24.To what extent do you agree with the following regarding executive pay in the US?Base:820(2017);545(2023)Sources:PwC,2017 Annual Corporate Directors Survey,October 2017;PwC,2023 Annual Corporate Directors Survey,October 2023.Q24.To what extent do you agree with

81、 the following regarding executive pay in the US?Responses:Very much and somewhatBase:816(2017);542(2023)Sources:PwC,2017 Annual Corporate Directors Survey,October 2017;PwC,2023 Annual Corporate Directors Survey,October 2023.201766%57%2023What are directors saying?For the moment,sentiment toward lev

82、els of executive compensation is improvingFewer directors feel that executives are overpaid,compared with six years ago.Whats driving this?Companies seem to be getting better at connecting executive pay to performance outcomes.Shareholder support for executive compensation increased during the 2023

83、proxy season.This suggests that companies may be figuring out the balance between compensation program design and shareholder expectations.Demands for transparency may also be giving more comfort and insight to stakeholders.The pay versus performance disclosures that first appeared in 2023 proxy sta

84、tements require companies to be more transparent about executive pay.Specifically,executive compensation has to be compared to the companys financial performance.While management is responsible for creating the disclosure,it is based on objectives and metrics set by the compensation committee.Going

85、forward,compensation discussions will need to include visibility into the most important metrics that will be listed in the proxy and how various performance scenarios will impact compensation actually paid.Whats underneath the data?Fewer directors link executive pay to income inequalitySince we las

86、t asked directors their thoughts on executive pay and income inequality in 2017,sentiment has grown favorably.IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findingsExecutive c

87、ompensation14PwCs 2023 Annual Corporate Directors SurveyThe following metrics should be included in executive compensation plans:Q23.Which of the following non-financial metrics do you think should be included in executive compensation plans?(select all that apply)Base:547Source:PwC,2023 Annual Corp

88、orate Directors Survey,October 2023.Customer satisfaction Succession planning Employee engagement and attrition rates Diversity,equity and inclusion metrics Environmental goals 63%53%53%44%31%Directors lean toward historical non-financial metrics for executive pay While tying executive compensation

89、to ESG goals(e.g.,diversity,equity and inclusion,environmental)may be getting attention from investors and other stakeholders,directors cite areas such as customer satisfaction and succession planning as metrics that should be included in executive compensation plans.Generally,executive pay is large

90、ly based on company performance;however,a portion is based on a variety of other non-financial metrics.While being mindful of incentivizing the wrong behaviors or setting targets that are unrealistic or simplistic,ask whether compensation is reinforcing or undermining the companys stated values.No m

91、atter what metrics are used,directors must be knowledgeable about the structure of executive pay packages.Pay for performance disclosures provide more insight than ever into how executive pay is tied to company performance and can garner attention when there is a mismatch.Directors will be held acco

92、untable for the disclosure by shareholders,either through“say-on-pay”votes or voting on the directors themselves.Board actions Understand your companys pay for performance disclosure and ask questions.Understand what compensation is based on does it make sense,and does it align with strategy?Importa

93、ntly,how does compensation support company culture?Understand how people are motivated and how compensation fits into the picture.Compensation can motivate the right behavior and avoid incentivizing the wrong behavior.Understand how management engages with shareholders to provide transparency into c

94、ompensation structure.For more information:Serving on and chairing the compensation committeeWhat should directors do?a PwC perspective IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagement

95、Survey findings15PwCs 2023 Annual Corporate Directors SurveyFewer directors see cybersecurity as a significant oversight challengeActions taken by directors in the past year related to cybersecurity:59%202249%2023Q14.Which of the following risks pose a significant oversight challenge to your board?(

96、select all that apply)Base:645(2022);545(2023)Sources:PwC,2022 Annual Corporate Directors Survey,October 2022;PwC,2023 Annual Corporate Directors Survey,October 2023.Q17.Within the last 12 months,has your board taken any of the following actions related to cybersecurity?(select all that apply)Base:4

97、87Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Q12.How effective are managements pre-read materials and presentations concern-ing the following topics?Responses:Very effective and somewhat effectiveBase:594Source:PwC,2023 Annual Corporate Directors Survey,October 2023.of directors

98、think managementspre-read materials and presentationsfor cybersecurity are effective87%What are directors saying?Directors are more cyber confidentThe percentage of directors who feel cybersecurity oversight is a significant oversight challenge for their boards went down from 59%in 2022 to 49%in 202

99、3.Whats driving this?In the wake of focus from regulators and other stakeholders,boards and management teams have been stepping up the frequency and depth of cybersecurity-related discussions and disclosures.Specifically,in July 2023,the SEC adopted amendments intended to enhance and standardize dis

100、closures related to cybersecurity.The amendments require timely disclosure of material cybersecurity incidents and annual disclosures related to cybersecurity risk management,strategy and governance.A significant percentage of directors tell us their boards have taken actions in the past year relate

101、d to cybersecurity.Whats underneath the data?Directors give managements cybersecurity reporting high marksWhen asked how effective managements pre-read materials and presentations are related to cybersecurity,the majority of directors say they are effective.Increased agenda time allotted to cybersec

102、uritySought additional upskillingrelated to cybersecurityEngaged third-party experts to helpthe board oversee cybersecurityIncreased the frequency ofmeetings with the CISO64%46%38%35%IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber ove

103、rsightBoard effectivenessShareholder engagementSurvey findingsCyber oversight16PwCs 2023 Annual Corporate Directors SurveyPercentage of directors that indicate they receive the following information from management:Q18.Which of the following information related to cybersecurity does your board recei

104、ve?(select all that apply)Base:536Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Incident readiness plan testing results Cybersecurity program maturity assessment Third-party cybersecurity risk considerations 56%53%50%But is the board getting all the information it needs to oversee c

105、yber?The SECs July 2023 cybersecurity disclosure rules require information on both management and the boards cyber oversight.For several topics,only roughly half of directors noted they were receiving information related to the area indicating a gap and an opportunity for management.Is the growing c

106、onfidence in cybersecurity readiness attributable to boards refining their oversight practices?Were seeing cybersecurity as a more frequent agenda item,now most commonly being discussed at every meeting.Hearing more from CISOs and having more agenda time is certainly a step in the right direction.Re

107、porting,though,both in pre-read materials and in the boardroom,needs to be insightful and concise,and management needs to provide the board with the information necessary to disclose oversight processes in coming SEC Form 10-K filings.While the final SEC cybersecurity disclosure rules do not require

108、 naming directors with cyber expertise,board education is important for overseeing this discrete risk.Approaches can vary based on the company,industry and risk profile,but many are taking a comprehensive approach,including upskilling directors,hiring a third-party advisor and meeting more frequentl

109、y with the CISO.Board actions Understand the breach escalation and reporting process.Understand how dots are connected across the organization from information security to legal to finance and beyond.Make sure your knowledge,skills and awareness keep pace with your confidence.Seek upskilling and bri

110、ng in experts who live cybersecurity daily to provide an independent point of view.For more information:Overseeing cyber risk:the boards roleWhat should directors do?a PwC perspective IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber ov

111、ersightBoard effectivenessShareholder engagementSurvey findings17PwCs 2023 Annual Corporate Directors SurveyWhat are directors saying?Most directors have a positive view of core board practicesDirectors feel they have sufficient time to prepare for meetings and for committee responsibilities.Whats d

112、riving this?Directors face high expectations from shareholders and others regarding their performance.But boards meet a limited number of times each year,and their agendas are increasingly crowded;efficiency is critical.Given the workload of most boards these days,they have become increasingly proac

113、tive when it comes to thinking of ways to streamline materials,meeting agendas and more.Whats underneath the data?Those closest to overseeing the risk feel the challenge moreDirectors on committees that oversee specific key risks,such as cybersecurity and social/environmental,are more likely to thin

114、k those topics pose significant oversight challenges than directors overall.Enough time to prepare forboard meetings 94%Meaningful discussions inprivate sessions 88%The right committeestructure 88%Sufficient time allocatedto committee work 85%Q10.With which of the following statements do you agree?(

115、select all that apply)Base:603Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Q14.Which of the following risks pose a significant oversight challenge to your board?(select all that apply)Base:545Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Directors on cybersecurity

116、committees All respondents 49%64%57%Directors on ESG/sustainability committees All respondents 24%14%Directors on ESG/sustainability committees All respondents 24%14%More than 8 in 10 directors say their boards have:Cybersecurity risks pose significant oversight challengesSocial and environmental ri

117、sks pose significant oversight challengesIntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findingsBoard effectiveness18PwCs 2023 Annual Corporate Directors SurveyQ21.Which of the

118、 following non-financial metrics do you think should be included in executive compensation plans?(select all that apply)Base:634Source:PwC,2022 Annual Corporate Directors Survey,October 2022.Although the data are promising,the picture of current board practices isnt entirely rosy.Over time,even effe

119、ctive boards can fall into operational ruts,and all boards can benefit from regularly scrutinizing their own governance practices.Both new and long-tenured directors see room for improvement in some areas:37%think they dont get enough director education opportunities 35%suggest that their board fall

120、s short in developing relationships with management outside the boardroomAs the boards regular agenda expands to include oversight of complex topics such as climate change,digital transformation and cybersecurity,continuing education is critical.And being outside day-to-day operations can make it ch

121、allenging for directors to get to know managements bench strength on these topics.Board actions Cultivate relationships with the management team supporting directors;invite them to present or to join the board for broader social events outside of formal board meetings.Revisit committee read-outs pro

122、vide committee chairs with sufficient time to report on critical matters.Build in education sessions to board agendas.Have management take the lead in identifying programs that could be beneficial to directors ongoing development.For more information:Taking board governance from good to great:now is

123、 the time to actWe spend the right amount of time on the right topicsOur board has meaningful discussions in private sessions Shorter-tenured directors are less comfortable with time allocation and executive sessionsDirectors who are newer to their board(less than two years tenure)see more room for

124、improvement when it comes to certain board practices.Q10.With which of the following statements do you agree?(select all that apply)Base:547Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Tenure less than two years Tenure three years or more 59%72%Tenure less than two years Tenure thr

125、ee years or more 80%91%What should directors do?a PwC perspective IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings19PwCs 2023 Annual Corporate Directors SurveyWhat are d

126、irectors saying?Boards continue to directly and productively engage with shareholdersDirectors are regularly engaging with shareholders and the vast majority consider those interactions“productive.”Whats driving this?Shareholder engagement is important because it allows shareholders to express conce

127、rns about the company and hear directors perspectives;they can test the rigor of the boards oversight and gain insight into the companys strategic plan.For their part,directors can learn about shareholders priorities and concerns.Whats underneath the data?Larger company boards are engaging somewhat

128、less this yearThere was a slight decline from 2022 in the percentage of directors overall who say someone on their board has recently engaged directly with shareholders,but the decrease among the largest companies was most pronounced.Gender divide on the benefits of shareholder engagementMale direct

129、ors were more than twice(32%)as likely to say that shareholder discussions were perfunctory compared to female directors(15%).of directors say someone on their board(other than the CEO)engaged withshareholders in past year say the discussion was productive 54%87%Q13a.Has a member of your board(other

130、 than the CEO)had direct engagement with investors during the past 12 months?;Q13d.Do you agree with the following charac-terizations of shareholder engagement?Base:592;293Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Q13a.Has a member of your board(other than the CEO)had direct eng

131、agement with investors during the past 12 months?Base:142(2022);110(2023)Sources:PwC,2022 Annual Corporate Directors Survey,October 2022;PwC,2023 Annual Corporate Directors Survey,October 2023.202275%58%2023Shareholder engagement discussions were perfunctoryMale directorsFemale directors32%15%Q13d.D

132、o you agree with the following characterizations of shareholder engagement?Base:262Source:PwC,2023 Annual Corporate Directors Survey,October 2023.IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder

133、engagementSurvey findingsShareholder engagementDirectors on boards with revenue greater than$10 billion who say someone on the board engaged with shareholders in past yearDoes the board understand the management teams shareholder engagement strategy?More importantly,does the board understand how it

134、fits into that strategy?Directors should select at least one among themselves to be“camera-ready”for meeting with investors and others.As part of that process,directors should be familiar with who the top shareholders are,their engagement priorities and history of engagement with the company.Get bri

135、efed on any action items that have come out of recent shareholder meetings.If the board hasnt been asked to engage with shareholders,ask why.Board actions Understand the companys shareholder engagement strategy with whom are they proactively speaking?Reactively?What are the key topics raised and how

136、 do these conversations result in action?Have one director“camera-ready”to represent the board with investors.This goes for business-as-usual times and times of crises.For more information:Director-shareholder engagement:getting it rightWhat should directors do?a PwC perspective 20PwCs 2023 Annual C

137、orporate Directors SurveyIntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings21PwCs 2023 Annual Corporate Directors Survey1.How would you describe the importance of the foll

138、owing skills,competencies or attributes on your board?3.In your opinion,how many directors on your board should be replaced?(select only one)2.Do you believe any of the following about any of your fellow board members?(select all that apply)Board composition and diversityInternational expertiseCyber

139、 risk expertiseEnvironmental/sustainability expertiseAge diversityHuman resources expertiseMarketing expertiseOperational expertiseIT/digital expertiseGender diversityFinancial expertiseRisk management expertiseIndustry expertiseRacial/ethnic diversityBase:611-616Source:PwC,2023 Annual Corporate Dir

140、ectors Survey,October 2023.90%10%Somewhat important Not very importantVery importantNot at all important39%58%39%45%13%57%45%42%37%28%22%57%20%13%11%34%33%48%48%59%40%15%12%38%3%3%7%8%4%8%16%42%29%12%19%47%25%8%10%1%17%25%56%2%12%Advanced age has led todiminished performance 15%Oversteps the boundar

141、iesof his/her oversight role 7%Serves on too many boardsLacks appropriate skills/expertise10%17%Reluctant to challengemanagement 12%Interaction style negativelyimpacts board dynamics(e.g.,style/culture/fit)6%Consistently unprepared for meetings5%Unqualified to serveon the board52%None of the above a

142、pply 9%Board service largely driven by director fees Base:607Source:PwC,2023 Annual Corporate Directors Survey,October 2023.OneTwoZeroMore than two55%27%13%5%Base:614 Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Note:Due to rounding,some charts may not add to 100%IntroductionKey fi

143、ndingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findingsComplete survey findings22PwCs 2023 Annual Corporate Directors Survey5.Which of the following actions has your board taken over the past tw

144、o years regarding board diversity?(select all that apply)4.To what extent do you agree with the following statements about board diversity?Somewhat agreeSomewhat disagreeStrongly agreeStrongly disagree Base:609615Source:PwC,2023 Annual Corporate Directors Survey,October 2023.-Results in boards nomin

145、ating additionalunneeded candidatesResults in boards nominating unqualified candidatesShareholders are too preoccupied with board diversityBoard diversity efforts are driven by political correctnessEnhances company performanceImproves strategy/risk oversightImproves relationships with investorsEnhan

146、ces board performanceBrings unique perspectives to the boardroom60%48%32%30%29%22%17%10%8%33%34%41%54%43%33%34%20%25%29%38%41%21%23%4%5%29%28%23%23%5%2%3%14%22%14%5%OtherN/A Our board has not taken any action in the past two yearsAmended/modified the boards succession plan to ensureincreased board d

147、iversity in the futureEngaged with shareholders on the topic of board diversityIncreased board size to add a diverse directorReplaced a retiring director with a directorwho increases the boards diversityDisclosed information about board diversity in the companys proxy statementBase:616Source:PwC,202

148、3 Annual Corporate Directors Survey,October 2023.71%66%30%29%15%3%6%Board practices6.Regarding board/committee performance assessments,to what extent do you believe the following?Base:600602Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Assessments are too much of a“check the box”exe

149、rciseThere are inherent limitations to being“frank”in assessmentsThere is sufficient follow-up afterthe assessmentWe have an effective assessment processBoard leadership leads theprocess effectively SomewhatNot very muchVery muchNot at all70%58%35%6%25%5%1%1%47%13%39%43%12%31%13%2%7%34%36%23%Introdu

150、ctionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings23PwCs 2023 Annual Corporate Directors Survey8a.Does your board currently assess the performance of individual directors?8b.Whic

151、h of the following factors(if any)are driving that decision?(select all that apply)NoYes50%50%Base:601 Source:PwC,2023 Annual Corporate Directors Survey,October 2023.53%25%23%20%16%8%4%Board and committee assessments arealready robustConcerned it will have a negative effect onboard collegialityThe e

152、ffort is greater than theperceived benefitThe board chair/lead director is not in favorof performing individual assessmentsNone of the aboveThe CEO is not in favor of performingindividual assessmentsIts too time consumingBase:317Source:PwC,2023 Annual Corporate Directors Survey,October 2023.9.How wo

153、uld you describe the amount of time your board spends in the following areas?Environmental,social and governance(ESG)Climate riskExecutive compensationWorkforce diversity,equity and inclusionCorporate cultureSuccession planningCrisis managementTechnology/digital transformationCybersecurityTalent man

154、agementRiskStrategyBase:600605Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Right amount of timeNot enough timeToo much time19%70%11%66%15%19%82%5%13%76%12%12%74%23%3%67%2%31%75%2%24%70%2%28%71%1%28%82%1%17%86%1%13%79%1%20%7.In response to the results of your last board/committee as

155、sessment process,did your board/committee decide to do any of the following?(select all that apply)Use an outside consultant to assess performanceDiversify the boardNot renominate a directorOtherWe did not make any changesProvide disclosure about the boardsassessment process in the proxy statementPr

156、ovide counsel to one or more board membersChange composition of board committeesAdd additional expertise to the boardBase:600Source:PwC,2023 Annual Corporate Directors Survey,October 2023.27%21%16%15%15%13%11%4%39%IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversity

157、Executive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings24PwCs 2023 Annual Corporate Directors SurveyManagement reporting11.Which of the following changes would you like to see management make to their board presentations/materials?(select all that apply)12.How e

158、ffective are managements pre-read materials and presentations concerning the following topics?Be more willing to talk about challenges anddiscuss failuresReduce volume/use more executive summariesBe more strategic and forward lookingSend out materials earlierProvide more meaningful metrics and dashb

159、oardsMinimize reliance on slides during presentationsProvide more time for Q&ANo changes are neededProvide opportunities to hear from more membersof managementProvide more insights/commentary beyond what is inthe materialsBase:595 Source:PwC,2023 Annual Corporate Directors Survey,October 2023.44%41%

160、41%34%24%24%23%22%18%16%ESGDiversity,equity and inclusionTechnology/digital transformationClimateSocial issuesRegulatory environmentTalentShareholder prioritiesFinancial reportingStrategyRisk oversightCybersecurityBase:579-594Source:PwC,2023 Annual Corporate Directors Survey,October 2023.86%13%Somew

161、hat effectiveNot very effectiveVery effectiveNot at all effective47%44%46%49%11%45%42%41%36%28%27%55%17%25%24%18%17%51%55%20%20%27%26%52%48%49%51%13%5%18%46%8%1%1%1%1%1%1%2%8%5%7%4%9%10.With which of the following statements do you agree?(select all that apply)94%88%88%85%71%70%65%63%I have enough t

162、ime to prepare forboard meetingsOur board has the right committee structureOur board has meaningful discussions in private sessions(e.g.,internal audit,external audit)There is sufficient time allocated tocommittee workOur board meetings have the right balance ofpresentation and discussionMy board sp

163、ends the right amount of time on theright topicsOur board works to develop relationships withmanagement outside the boardroomI am provided with sufficient directoreducation opportunitiesBase:603Source:PwC,2023 Annual Corporate Directors Survey,October 2023.IntroductionKey findingsBoard refreshmentES

164、G oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings25PwCs 2023 Annual Corporate Directors SurveyShareholder communicationNoDont knowYes54%34%12%Base:592Source:PwC,2023 Annual Corporate Directors Survey,October 2023.

165、Investors were not interestedDirectors didnt feel that direct engagement with shareholders was appropriateManagement preferred that directors not speak with shareholdersOtherDirectors didnt feel comfortable/preparedDirectors didnt have timeBase:211Source:PwC,2023 Annual Corporate Directors Survey,Oc

166、tober 2023.46%39%25%17%3%1%13c.Which of the following steps did your board take as a result of that engagement?(select all that apply)13d.Do you agree with the following characterizations of that shareholder engagement?13a.Has a member of your board(other than the CEO)had direct engagement with inve

167、stors during the past 12 months?13b.Why were directors(other than the CEO)not involved in direct engagement with investors?(select all that apply)0.0000006.42857112.85714319.28571425.71428632.14285738.57142945.00000034%29%20%17%13%7%5%4%38%Increased board discussions of specific topicsEnhanced publi

168、c disclosure in one or more areasRevised an aspect of company strategyWe did not take anyspecific stepsOtherImplemented or revised board succession planAsked new/different questions of managementMade changes to executive compensation plans,targets or metricsMade changes to governance policiesBase:31

169、9Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Discussion was productiveInvestor representatives were well preparedDiscussion was overly focusedon ESG issuesDiscussion was perfunctoryDiscussion was appropriately focused on board-level oversightInvestor representatives understood the

170、 companys business and strategyInvestor representatives understood key issues material to the businessBase:287294Source:PwC,2023 Annual Corporate Directors Survey,October 2023.NoYes87%13%86%14%85%15%85%15%82%18%26%28%72%74%IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard

171、diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings26PwCs 2023 Annual Corporate Directors SurveyStrategy/risk14.Which of the following risks pose significant oversight challenges to your board?(select all that apply)58%49%38%27%26%21%19%17%14%10%Str

172、ategic/disruptiveIT/data privacy/cybersecurityTalent and corporate cultureOperationalCompliance/regulatorySupply chainFinancialReputationalSocial and environmentalProduct/service qualityBase:545Source:PwC,2023 Annual Corporate Directors Survey,October 2023.15.How comfortable are you that your board

173、understands the following?16.With regard to crisis management oversight(e.g.,cyberattack,natural disaster,financial fraud allegations),has your board done any of the following?Base:583586Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Emerging/disruptive risks to the companyThe compan

174、ys process for mitigating risksThe link between risks and strategyThe companys risk appetiteThe boards role in providing input to therisk assessment processHow often the enterprise-wide risksare reassessedThe companys enterprise riskmanagement(ERM)programHow the top risks to the company areallocated

175、 between board and committees58%34%8%1%1%1%1%1%4%40%9%35%55%56%7%39%54%7%40%53%8%40%51%7%49%43%35%10%54%SomewhatVeryNot very Not at allDiscussed managements plans to respond to a major crisisIdentified or contracted with outside advisors(e.g.,law firm or public relations firm)Created a written escal

176、ation policyor agreementParticipated in tabletop exercises/crisis management scenariosDiscussed how managements process for defining and tracking risks has evolvedDefined the role of board leadershipDiscussed protocols to determine whether,and when,to contact a regulatory/enforcement agencyBase:5715

177、83Source:PwC,2023 Annual Corporate Directors Survey,October 2023.NoYes84%16%80%20%78%22%68%32%64%36%30%52%48%70%IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings27PwCs 20

178、23 Annual Corporate Directors SurveyCybersecurityESG17.Within the last 12 months,has your board taken any of the following actions related to cybersecurity?(select all that apply)19.In the last 12 months,to what extent has your board discussed the following ESG issues?18.Which of the following infor

179、mation related to cybersecurity does your board receive?(select all that apply)64%46%38%35%24%22%22%19%Base:487Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Increased agenda time allotted to cybersecuritySought additional upskilling relatedto cybersecurityEngaged third-party experts

180、 to help the boardoversee cybersecurity riskIncreased the frequency of meetingswith the CISOUpdated disclosures related to the boardsoversight of cybersecurityReallocated board oversight to a new ordifferent committee(or the full board)Added private sessions with the CISO(or otherexecutive in charge

181、 of information security)Added a new board member withcybersecurity experience80%70%64%62%56%53%50%37%Base:536Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Cybersecurity risk assessment and resultsThreat landscape overviewCybersecurity dashboard with key metricsRelevant industry/ext

182、ernal incidents that mayimpact the organizationIncident readiness plan testing resultsCybersecurity program maturity assessmentThird-party cybersecurity risk considerationsCybersecurity budgetBase:554558Source:PwC,2023 Annual Corporate Directors Survey,October 2023.SomewhatSubstantiallyNot very much

183、Not at allData securityTalent managementBoard compositionNon-financial metrics in executivecompensation plansCarbon emissionsResource scarcityClimate changeEnhanced voluntary disclosureEnvironmental remediationCompany stance on social issuesHuman rightsCorporate political activity79%51%50%37%15%10%7

184、%7%2%1%3%9%21%18%21%20%25%23%29%28%41%35%27%29%23%25%38%20%30%32%16%31%35%14%32%29%14%35%28%13%32%27%12%39%26%7%41%36%54%IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings

185、28PwCs 2023 Annual Corporate Directors Survey21.With which of the following statements do you agree about ESG issues?(select all that apply)22.To what extent do you agree with the following statements regarding climate change and your companys climate strategy?SomewhatVery muchNot very muchNot at al

186、l Base:550563Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Reducing the impact of climate change is a priorityeven if it impacts short-term financial performanceFocus on climate should be a priority for managementOur company should be making a net zero commitmentFocus on climate is

187、overly time-and cost-intensiveWe receive sufficient information about the companyscarbon reduction commitments35%29%34%23%37%17%29%13%12%37%20%32%21%30%29%28%15%13%17%30%59%54%52%51%42%20%19%19%9%ESG issues are a part of your boards enterprise risk management discussionsESG issues are linked to the

188、companys strategyOversight of ESG poses capacity challenges for our audit committeeOur board needs more reporting onESG-related measuresOur board should have a more defined process for ESG oversightOur board has or should have a standing committee dedicated to ESG issuesESG issues are regularly a pa

189、rt of your boards agendaOur board is sufficiently prepared to oversee forthcoming mandatory ESG disclosuresESG issues have a financial impact on yourcompanys performance Base:531Source:PwC,2023 Annual Corporate Directors Survey,October 2023.20.How well do you think your board understands the followi

190、ng as they relate to your company?Base:512560Source:PwC,2023 Annual Corporate Directors Survey,October 2023.SomewhatVery wellNot very wellNot at allTalent and corporate cultureData privacy/cybersecurityOverall ESG strategyInvestor perspectives/prioritiesESG risksExternal ESG ratingsESG opportunities

191、Carbon emissions(including distinctionsbetween scope 1,2 and 3)Climate risk/strategyInternal controls and processesaround ESG data collection52%41%6%2%1%1%2%2%8%46%45%9%46%43%9%49%42%13%51%34%14%52%31%19%31%46%18%52%27%27%34%26%27%28%47%44%20%18%6%10%13%4%4%3%Diversity and inclusion effortsIntroduct

192、ionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings29PwCs 2023 Annual Corporate Directors SurveyBase:545551Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Provide inp

193、ut on the companysposition on relevant social issuesRemove underperforming directorsIdentify candidatesfor CEO successionAssess their own performanceEngage with shareholdersPrioritize board diversityGuide the company through a crisisMake decisions consistent with thecompanys purpose and values78%20%

194、3%26%5%2%1%1%1%2%2%2%32%62%70%37%7%54%39%8%51%42%8%49%20%37%6%38%35%18%42%5%SomewhatVery muchNot very much Not at allThe broader environment25.How confident are you in your boards ability to effectively:24.To what extent do you agree with the following regarding executive pay in the US?Base:542548So

195、urce:PwC,2023 Annual Corporate Directors Survey,October 2023.Executives are overpaidInvestors focus too much onexecutive payExecutive pay exacerbatesincome inequalityCompensation consultants have toomuch influenceThe media unfairly criticizesexecutive payProxy advisors have too muchinfluence on exec

196、utive payIncentive plans promote long-termshareholder value63%35%13%2%45%13%52%35%42%29%47%24%43%41%16%33%57%11%50%41%9%8%SomewhatVery muchNot at allExecutive compensation/talent management23.Which of the following non-financial metrics do you think should be included in executive compensation plans

197、?(select all that apply)63%53%53%50%46%44%31%7%Customer satisfactionSuccession planningEmployee engagementand attrition rateSafetyQualityDiversity,equity andinclusion metricsEnvironmental goalsN/Acompensation should onlybe tied to financial performance Base:547Source:PwC,2023 Annual Corporate Direct

198、ors Survey,October 2023.IntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings30PwCs 2023 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentESG oversig

199、htCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findingsDemographicsYou are:What are the annual revenues of the largest company on whose board you serve?Your age is:About the surveyPwCs Annual Corporate Directors Survey has gauge

200、d the views of public company directors from across the United States on a variety of corporate governance matters for more than 15 years.In 2023,619 directors participated in our survey.The respondents represent a cross-section of companies from over a dozen industries,73%of which have annual reven

201、ues of more than$1 billion.Seventy-two percent(72%)of the respondents were men and 28%were women.Board tenure varied,but 64%of respondents have served on their board for more than five years.FemaleMale72%28%Base:551 Source:PwC,2023 Annual Corporate Directors Survey,October 2023.6670616576 or older51

202、6050 and under717525%25%17%9%20%4%Base:551 Source:PwC,2023 Annual Corporate Directors Survey,October 2023.15%6%5%19%7%5%5%11%8%Industrial productsTechnologyOtherInsuranceConsumerproductsPharma andlife sciencesReal estate Banking and capital marketsEnergy(powerand utilities)Note:Asset and wealth mana

203、gement,business and professional services,energy(oil and gas),health services,media/entertainment/telecommunications and retail each comprised less than 5%.Base:550Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Which of the following best describes that companys industry?(select only

204、 one)Which of the following describes that boards leadership structure?How long have you served on this board?On how many public company boards do you currently serve?29%24%20%14%13%Less than$500 million$500 million to$1 billion$1 billion to$5 billion$5 billion to$10 billionMore than$10 billionBase:

205、548Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Base:550Source:PwC,2023 Annual Corporate Directors Survey,October 2023.More than10 years610 yearsLess than one year35 years12 years29%35%23%11%2%Non-executive independent chairCEO chair with lead independent directorCEO chair53%39%8%B

206、ase:535Source:PwC,2023 Annual Corporate Directors Survey,October 2023.OneTwoThreeFourMore than four31%10%3%1%55%Base:539Source:PwC,2023 Annual Corporate Directors Survey,October 2023.Maria Castan Moats Leader,Governance Insights Center Paul DeNicola Principal,Governance Insights Center Catie Hall Di

207、rector,Governance Insights Center How PwC can helpTo have a deeper discussion about how these topics might impact your business,please contact your engagement partner or a member of PwCs Governance Insights Center.2023 PwC.All rights reserved.PwC refers to the US member firm or one of its subsidiari

208、es or affiliates,and may sometimes refer to the PwC network.Each member firm is a separate legal entity.Please see for further details.This content is for general information purposes only,and should not be used as a substitute for consultation with professional advisors.1810622-2023 JCIntroductionKey findingsBoard refreshmentESG oversightCrisis managementBoard diversityExecutive compensationCyber oversightBoard effectivenessShareholder engagementSurvey findings