1、1PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findingsUncertainty and transformation in the modern boardroomPwCs 2024 Annual Corporate Di

2、rectors SurveyGovernance Insights Center2PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findingsIntroductionHistorically,a looming presiden

3、tial election has had notable impacts for corporate boards and their agendas,necessitating scenario planning for potential regulatoryshifts.The 2024 election matters more than usual.Not only is the American electorate more polarized than anytime in modern history making corporate leaders every state

4、ment and decision subject to public criticism the results could rapidly reshape the business landscape.Which political party emerges victorious in November,in the White House and/or the houses of Congress,may prove enormously consequential for how every industryfunctions.The impacts could be dramati

5、c.Policy changes on tariffs,sanctions,treaties and alliances could upend international trade and disrupt supply chains.Revised tax policy,enforcement priorities and infrastructure spending plans could influence capital investment decisions.White House moves could encourage or undercut DEI and ESG pr

6、ograms;antitrust lawsuits could ramp up or cease.Differing approaches to immigration lawmaking and enforcement could upend labor markets.Perhaps most significant for many industries,the incentives that have fueled recent sustainability investments could grow further or be diminished.Against this bac

7、kdrop,a boards ability to be agile and stay current in the face of uncertainty has never been more important.Business leaders are already preparing for different scenarios,with a range of potential electoral outcomes disrupting or accelerating current trends,and each of those scenarios needs board i

8、nput andoversight.In light of this,the results of PwCs Annual Corporate Directors Survey this year are particularly striking.Our canvass of over 500 public company directors,once again taking the pulse of todays corporate boardrooms,suggests that boards are still evolving slowly perhaps too slowly t

9、o effectively meet the challenges facing companies today and tomorrow,irrespective of potential political disruptions.Our director survey reveals mixed feelings about the board assessment process and about the depth of information that management provides,particularly when it comes to GenAI strategy

10、 and risks.Directors say they are engaging in shareholder activism more directly and increasingly looking to quantitative metrics to assess corporate culture.And in looking ahead to future board members respondents prioritize traditional skillsets over specializedexpertise.We hope that directors wil

11、l see the heightened stakes of the coming months as an inspiration spurring new determination to transform,whether that means building up personal expertise or supporting increased refreshment.3PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public poli

12、cyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findingsKey findingsThe number of directors who want someone on their board replaced is at a high-water mark25%Two or more directorswith perceived ineffectiveness of the assessment process highlight

13、ing greater discontent49%At least one directorHave concerns with the impact of the following social issues on your company:Political divisiveness in the US75%Lack of cohesive US immigration policy59%Inequality of economic opportunity44%have not discussed their companies stances on social issues57%Fi

14、nancial35%Operational 23%10%AI and GenAI5%Environmental/sustainability5%GeopoliticalIndustry 34%Expertise directors say their boards intend to add in the coming year Directors push back on narrow expertise,favoring traditional skillsets for new board additionsOur board receives sufficient informatio

15、n from management on the companys response to the risks associated with the use of AI and GenAI50%69%Our management team has the skills needed to execute the companys AI and GenAI strategy As AI becomes intrinsic to business,boards seek deeper information despite confidence in managements ability to

16、 execute the companys AI strategyDirectors voice concerns about social and public policy issues,but many boardrooms arent discussing these topicsDirector discontent with peers is at a record-high4PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public po

17、licyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findings58%ESG is not consistently understood by the directors on my boardESG issues are regularly a part of the board agenda 20222023202455%47%52%66%ESG means different things to different people

18、Brought unique perspectives to the board 79%Improved board culture75%Enhanced board performance68%Enhanced company performance40%Increases to our boards diversity:Key findingsNavigating ambiguity:ESG caught in the crosswindsDirectors value diversity on their boards but question its impact on company

19、 performanceof directors say their boards have taken action related to actual or potential shareholder activism in the past year Up from in 201971%65%20192024What directors use to evaluate corporate culture:Employee turnover statistics Employee engagement survey results Intuition/gut feeling from in

20、teracting with management 68%75%64%59%65%76%201920242019202420192024Decoding corporate culture:directors are using more metrics and less intuitionBoards are taking more action amid ongoing shareholder activism5PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial

21、 and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findingsBoard assessments and refreshment Q3a.In your opinion,how many directors on your board should be replaced?Base:524 Source:PwC,2024 Annual Corporate Directors Survey,September

22、 2024.The number of directors who want someone on their board replaced is at a high-water markwith perceived ineffectiveness of the assessment process highlighting greater discontent25%Two or more directors49%At least one directorWhat are directors saying?Director discontent with peers is at a recor

23、d-highHistorically,nearly half of directors have expressed a desire to replace at least one person on the board.This years results are consistent with that historical sentiment.And one-quarter of directors now say multiple colleagues should be replaced,a high-water mark.However,a closer look at the

24、data reveals a picture more nuanced than simple discontent:Directors who dont think their boards assessment is an effective tool to enhance board performance are significantly more likely to be unhappy with their peers.And even when directors feel the assessment is an effective tool,nearly four in t

25、en still believe at least one director should be replaced.Whats driving this?Asked to name top reasons for not removing underperforming peers,directors cite collegiality and personal relationships,the awkwardness and time involved in replacing a director,and board leaderships reluctance to engage in

26、 difficult conversations with underperforming directors.Some directors also note the challenges involved in replacing activist-appointed directors or those who are minorities or women.Directors overwhelmingly 88%trust their board to effectively assess its own performance.And nearly three-quarters of

27、 directors(74%)say that their board leader is effective at dealing with underperforming directors.Even with those high levels of confidence,there is a disconnect because many directors still view the assessment process as flawed.Among directors who believe their board process is an ineffective tool

28、to enhance board performance,44%attribute it to members being insufficiently invested in the process.With fewer directors reporting that their boards are acting on assessment results and many believing the process doesnt drive change,a truly effective approach to board refreshment may require direct

29、ors to look beyond the assessment.This may also be a great opportunity to take a look at the boards culture.Does the culture value individuals who know when to step down,or do people perceive stepping down voluntarily asunusual?6PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoar

30、d refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findingsWhats underneath the data?Director discontent tied to perceived ineffectiveness of assessmentsDirectors who are more unhappy with a peers performance are m

31、ore likely to view the assessment process as a check-the-box exercise and feel constrained from giving candid feedback that could inspire change.Directors who want to replace two or more peersAll directorsDirectors who want to replace two or more peersAll directorsQ5.Regarding board/committee perfor

32、mance assessments,to what extent do you believe the following?Responses:Very much and somewhat Base:493-494 Source:PwC,2024 Annual Corporate Directors Survey,September 2024.Assessments are too much of a“check the box”exercise There are inherent limitations to being frank in assessments 46%66%57%73%W

33、hat should directors do?A PwC perspective To transform the assessment process into a meaningful tool for board improvement,directors need to critically evaluate and consider whether their current practices are fit for purpose.The board chair or lead independent director is key to an effective assess

34、ment process,responsible for setting the tone,establishing intent and fostering a positive environment for constructive feedback.And importantly,board leadership must deliver feedback and hold directors accountable.The results should be transparently discussed,with clear follow-up actions and timeli

35、nes established.Board actions Develop clear action plans.After the assessment,establish specific follow-up actions and timelines,along with who is responsible for each action.Regularly review progress to monitor continuous improvement and accountability.Conduct individual assessments.Individual dire

36、ctor evaluations can identify specific areas for growth and development and help show how each member contributes to the boards overall performance.Engage third parties.Consult third-party experts to conduct objective and thorough board assessments or to evaluate your current process.This can help i

37、ncorporate unbiased insights and recommendations.Set the right tone at the top.Establishing a productive tone starts with the chair/lead independent director.Make it clear that changing course on decisions is welcomed,mistakes are opportunities and respect is based on a collective set of experiences

38、 rather than avoidance of missteps.For more information Why boards should evaluate individual director performance Conducting effective board assessments Why good boards make bad decisions:Four factors undermining board effectiveness7PwCs 2024 Annual Corporate Directors SurveyIntroductionKey finding

39、sBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findingsSocial and public policy issuesWhat are directors saying?Directors voice concerns about social and public policy issues,but many boardrooms arent disc

40、ussing these topicsDespite directors notable concerns about political divisiveness,immigration policy and economic inequality,more than half of directors say their boards have not discussed their companies stances on these issues in the past year.Whats driving this?Expectations related to the boards

41、 role in social and public policy issues are evolving,with both external and internal stakeholders increasingly pressuring companies to take a clear stance.The days of companies and their leaders being silent appear to be gone,with refusal to comment often as risky as boldness.Yet,understandably,man

42、y directors would prefer to defer discussions of social issues,and with boards overseeing a multitude of areas,those topics may fall victim to time constraints.Whats underneath the data?Larger company boards are more likely to discuss political and social policy issuesDirectors on boards of the larg

43、est companies are more proactive in discussing their companies stances on social issues than those at their smaller counterparts.The largest corporations visibility and influence make them more likely targets of public scrutiny and pressure,driving the urgency for their boards to address these issue

44、s head-on.Q20.In the last 12 months,how often has your board discussed the following ESG issues?;Q16.How concerned are you with the impact of the following social and/or political issues on your company?Responses:Very and somewhat concerned Base:461;471-478Source:PwC,2024 Annual Corporate Directors

45、Survey,September 2024.Political divisiveness in the US75%Lack of cohesive US immigration policy59%Inequality of economic opportunity44%Have concerns with the impact of the following social issues on your company:have not discussed their companies stances on social issues57%Q20.In the last 12 months,

46、how often has your board discussed the following ESG issues?;Q16.How concerned are you with the impact of the following social and/or political issues on your company?Responses:Very and somewhat concerned Base:364;371 Source:PwC,2024 Annual Corporate Directors Survey,September 2024.Have concerns abo

47、ut political divisiveness Directors on the largest boards($10b annual revenue)57%36%Directors on smaller boards($10b annual revenue)Directors on smaller boards($10b annual revenue)ESG makes a difference to the company bottom line Directors on the largest boards32%($10b annual revenue)Directors on sm

48、aller boards36%($5b annual revenue)Directors on smaller boards15%($5b annual revenue)What should directors do?A PwC perspective To effectively oversee all that ESG involves,directors need to move beyond the terminology and understand managements process for identifying the organizations most importa

49、nt risks and how they may evolve over time.Whether the company elects to call it ESG or sustainability,identifying the issues that credibly drive sustainable value creation involves expanding the lens when developing long-term strategic plans,identifying and mitigating material risks,and recognizing

50、 emerging growth opportunities.If that sounds like an approach to strategy and risk oversight more generally,that is the point.Directors play a crucial role in guiding management to allocate resources and attention to sustainability issues.Forward-looking companies recognize the connection between c

51、ommitting resources to sustainability initiatives and achieving long-term success.Boards need to discern which topics have a direct impact on near-term performance or capital allocation decisions and which require monitoring without necessitating direct input.Board actions Confirm strategy.Understan

52、d how management integrates sustainability risks and opportunities into the companys long-term strategy and how progress is measured and monitored.Review messaging.Verify that sustainability messaging and activities align with discussions on which topics are linked to risks and opportunities.Keep th

53、e boards communication on these issues consistent and clear.Understand the risk assessment.Understand how sustainability risks that have been identified are incorporated into the ERM framework to determine which meet the definition of materiality.Determine whether the oversight of these risks is all

54、ocated to the full board or specific committees.Understand the disclosure approach.Understand whether the company is subject to any required disclosures and related responsibilities.Understand managements process for identifying requirements,drafting disclosures,assessing the quality of the data pub

55、lished and monitoring peer/industry trends.For more information Sustainability and ESG oversight:the corporate directors guide What boards need to know aboutthe SECs climate-related disclosure rules The audit committee has specificresponsibilities undertheEUs CSRD17PwCs 2024 Annual Corporate Directo

56、rs SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findingsShareholder activismWhat are directors saying?Boards are taking more action amid ongoing shareholderactivismMore direc

57、tors say their boards are taking action related to shareholder activism than they were five years ago.There were increases in the percentage who say their boards revised executive compensation structures,used stock-monitoring services to track ownership changes and engaged third parties to advise on

58、 potential activism.Whats driving this?Boards are becoming more proactive in response to the constant threat of shareholder activism.By anticipating which activists may engage with the company,the issues they might raise and how other shareholders could respond,directors are better positioned to pre

59、emptively address any potential concerns.This stance allows a board to push management to tackle issues that could attract activist attention,helping to ward off activists and potentially improving company performance and relationships with key stakeholders.Q14.During the last 12 months,has your boa

60、rd done any of the following related to actual or potential shareholder activism?(select all that apply)Base:482(2024);715(2019)Sources:PwC,2024 Annual Corporate Directors Survey,September 2024;PwC,2019 Annual Corporate Directors Survey,October 2019.say they engaged a third party to advise the board

61、 on potential activism Up from 26%in 2019 30%say they revised executive compensation structuresUp from 13%in 201926%say they used a stock-monitoring service to track ownership changes Up from 18%in 201924%of directors say their boards have taken action related to actual or potential shareholder acti

62、vism in the past year Up from in 201971%65%2019202418PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findingsWhat should directors do?A PwC

63、perspective The role of the board in an activist environment is important.Directors can help their companies anticipate which activists might target the company and the issues they might raise.By staying familiar with current activism trends,they can encourage management to proactively address commo

64、n issues that are attracting attention.Directors should always make it their business to stay informed about company strategy and how effectively it is being executed.Focusing on common triggers for activist engagement may help boards cut through the noise.Board actions Know your shareholders.Review

65、 the list of top shareholders and understand the plan for the board to be informed of material changes.Understand managements shareholder engagement plan,both the process for reacting to requests and the process for proactively seekingadiscussion.Take a candid look at your company.Focus on common tr

66、iggers for activist engagement.Seek insights from outside experts,industry analysts,investment bankers or others to understand how investors and potential activists perceive the company.Have a plan to engage.Develop a clear plan for engaging with activists so that the board and management are aligne

67、d in their approach to handling potential activist situations.For more information The directors guide to shareholder activism Director-shareholder engagement:getting it right 2024 proxy season recap:Disclosures catch up with investorexpectations19PwCs 2024 Annual Corporate Directors SurveyIntroduct

68、ionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findingsWhat are directors saying?Decoding corporate culture:directors are using more metrics and less intuitionDirectors are increasingly relyi

69、ng on data and metrics,such as employee turnover statistics and engagement survey results,to evaluate corporate culture,while placing slightly less importance on intuition and gutfeelings.Whats driving this?The increased focus on corporate culture in recent years follows several high-profile corpora

70、te failures attributed to cultural issues,underscoring the need for more robust and data-driven oversight from boards.Qualitative assessments alone have proven insufficient for evaluating corporate culture.Whether the goal is to improve or sustain a strong culture,boards need quantitative data to ge

71、t deeper insights into the state of the company and identify any issues that need to be addressed.While directors will inevitably use some level of intuition,there is a growing realization that relying on gut feelings,especially when people arent involved in daily operations,may not be the best appr

72、oach.Whats underneath the data?Male directors tend to rely more on gut feeling when it comes to evaluating corporate cultureWhile male directors are relying less on gut feeling to evaluate corporate culture than they were five years ago,they are still more likely to do so than femaledirectors.Corpor

73、ate cultureHow do you evaluate your companys corporate culture?Q24.Which of the following do you use to evaluate your companys corporate culture?(select all that apply)Base:442Source:PwC,2024 Annual Corporate Directors Survey,September 2024.61%53%Female directorsMale directorsIntuition/gut feeling f

74、rom interacting with management Q24.Which of the following do you use to evaluate your companys corporate culture?(select all that apply)Base:460(2024);710(2019)Source:PwC,2024 Annual Corporate Directors Survey,September 2024;PwC,2019 Annual Corporate Directors Survey,October 2019.Employee turnover

75、statistics Employee engagement survey results Intuition/gut feeling from interacting with management 68%75%64%59%65%76%201920242019202420192024What directors use to evaluate corporate culture:19PwCs 2024 Annual Corporate Directors Survey20PwCs 2024 Annual Corporate Directors SurveyIntroductionKey fi

76、ndingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findingsWhat should directors do?A PwC perspective While relying on intuition can be useful,it is necessary for boards to prioritize data-driven approach

77、es when evaluating corporate culture,especially given their more limited interaction with employees outside the C-suite.Robust data and metrics provide deeper insights and more objective assessments of the companys culture,helping boards to identify and address any underlying issues effectively.Boar

78、d actions Establish a board approach to overseeing culture.Given the importance of culture in executing strategy,monitoring it really should be the responsibility of the full board,but board committees also play a critical role.The topic should be on the boards agenda at least annually.Align culture

79、 with purpose and strategy.Understand the companys culture to determine whether it is driving the strategy,promoting the right behaviors and encouraging employees to take appropriate risks.A formal assessment may be conducted internally or by a third party to determine how it aligns with the company

80、s purpose,values and strategy.Utilize data and metrics.One of the best ways to capture information about cultural shifts is to use a tool such as a dashboard with green,yellow and red flags to highlight changes and activity over time.Reflect corporate values in board practices.Boards themselves can

81、have a major impact on corporate culture,setting the tone at the top.Directors actions reverberate throughout a company,creating accountability and sending signals to employees at all levels.Directors need to be aware of their influence and understand how their decisions and actions align with compa

82、ny strategy.For more information Why does the board need to know the companys culture?21PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey find

83、ingsComplete survey findingsNote:Due to rounding,some charts may not add to 100%Appendix2.Do you believe any of the following about any of your fellow board members?(select all that apply)Base:520Source:PwC,2024 Annual Corporate Directors Survey,September 2024.15%Oversteps the boundariesof his/her o

84、versight role 16%Reluctant to challengemanagement 12%Lacks appropriate skills/expertise15%Long tenure has led todiminished performance7%Consistently unprepared for meetings11%Interaction style negatively impacts board dynamics(e.g.,culture/fit)6%Board service largely driven by director fees6%Unquali

85、fied to serveon the board55%None of the above4%Serves on too many boardsBoard composition and diversity1.Over the next 12 months which of the following skills/attributes do you plan to add toyour board?(select all that apply)Base:526Source:PwC,2024 Annual Corporate Directors Survey,September 2024.No

86、ne of the aboveGeopolitical expertiseEnvironmental/sustainability expertiseMarketing expertiseHuman resources expertiseInternational expertiseAI and GenAI expertiseAge diversityRacial/ethnic diversityCyber risk expertiseTechnology expertiseGender diversityOperational expertiseIndustry expertiseFinan

87、cial expertise35%34%23%21%18%17%13%12%10%9%7%7%5%5%22%3b.If you indicated that you think someone on your board should be replaced in question 3a,why do you think the board hasnt taken action?(select all that apply)27%24%23%20%20%8%19%34%Base:246 Source:PwC,2024 Annual Corporate Directors Survey,Sept

88、ember 2024.OtherIt will be difficult to identify asuitable replacementThe process for director assessmentis ineffectiveIndividual director assessments arenot performedThe director in question is close tomandatory retirement ageBoard leadership is unwilling to have difficultconversations with underpe

89、rforming directorsReplacing a director can be awkward andtime consumingCollegiality/personal relationships betweenboard members3a.In your opinion,how many directors onyour board should be replaced?(select only one)OneTwoZeroMore than two51%24%18%7%Base:524 Source:PwC,2024 Annual Corporate Directors

90、Survey,September 2024.22PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findings4.Have increases to your boards diversity:NoYesBrought uniqu

91、e perspectives to the boardroomEnhanced board performanceImproved board cultureImproved strategy/risk oversightEnhanced company performanceImproved relationships with investorsResulted in significant impactResulted in adding additional unneeded candidatesResulted in adding unqualified candidates21%3

92、2%25%41%60%56%65%82%80%79%68%75%59%40%44%35%18%20%Base:415471 Source:PwC,2024 Annual Corporate Directors Survey,September 2024.22%N/A We have not increased our boards diversityBoard practicesBase:493501Source:PwC,2024 Annual Corporate Directors Survey,September 2024.SomewhatNot very muchVery muchNot

93、 at allAssessments are too much of a“check the box”exerciseThere are inherent limitations to being frank in assessmentsThere is sufficient follow-up after the assessmentWe have an effective assessment processBoard leadership leads the process effectively64%27%3%4%34%52%10%5%40%44%11%17%45%12%26%27%3

94、5%11%27%6%64%27%3%4%34%52%10%5%40%44%11%17%45%12%26%27%35%11%27%6%5.Regarding board/committee performance assessments,to what extent do you believe the following?We did not make any changesOtherUse an outside consultant to assess performanceNot renominate a directorDiversify the boardProvide disclos

95、ure about the boardsassessment process in the proxy statementProvide counsel to one or more board membersChange composition of board committeesAdd expertise to the boardBase:497Source:PwC,2024 Annual Corporate Directors Survey,September 2024.26%21%13%11%9%9%8%8%42%6.In response to the results of you

96、r last board/committee assessment process,did your board/committee decide to do any of the following?(select all that apply)23PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholde

97、r activismCorporate cultureSurvey findings7a.Do you think your board assessment is an effective tool to enhance board performance?NoYes74%26%Base:493 Source:PwC,2024 Annual Corporate Directors Survey,September 2024.7b.Why do you think its ineffective?(select all that apply)Other reason not listedThe

98、 board chair/lead director is ineffective in running the processThe assessment process is too focused on complianceWe use a survey that doesnt provide a complete pictureWe dont implement actions as a result of the assessment processWe dont use an external facilitatorWe dont create a post-assessment

99、action planThe board isnt sufficiently invested in theassessment process 44%37%27%24%21%21%32%32%Base:131Source:PwC,2024 Annual Corporate Directors Survey,September 2024.We used an external facilitator but that person was not effective4%8.Which of the following topics should your board spend increas

100、ed time on over the next 12 months?(select all that apply)26%21%13%11%9%9%8%8%74%52%47%47%43%43%33%33%15%10%10%8%8%5%Climate riskWorkforce diversity,equity and inclusionESG reportingExecutive compensationCorporate cultureCrisis managementBoard succession planningTechnology/digital transformation(oth

101、er than AI and GenAI)CybersecurityRisk managementAI and GenAICEO succession planningTalent managementStrategyBase:496Source:PwC,2024 Annual Corporate Directors Survey,September 2024.9.How effective is your board leadership(chair/lead director)in the following areas?Dealing with underperforming direc

102、torsCommunicating with shareholdersChallenging the CEO when necessaryConsidering individual director viewsProviding counsel to the CEOConducting meetings effectivelyand efficientlyObtaining board consensus Base:464498Source:PwC,2024 Annual Corporate Directors Survey,September 2024.4%4%22%73%71%24%68

103、%25%66%27%61%47%30%44%21%11%6%6%6%5%4%38%30%Somewhat effectiveNot very effectiveNot at all effectiveVery effective2%1%1%24PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder ac

104、tivismCorporate cultureSurvey findings11.What is your top concern about AI and GenAI at your company?(select only one)Job displacement as a result of AI and GenAIOver-relying on AI for decision-making or human judgmentTraining employees to use GenAIOver-relying on AI and GenAI-based outcomesNavigati

105、ng legal/regulatory requirements of AI and GenAIAddressing cybersecurity,privacy or other heightened risks associated with AI and GenAIManaging the responsible use of AI andGenAI and the related risksKeeping pace with AI and GenAIdevelopmentsBase:488Source:PwC,2024 Annual Corporate Directors Survey,

106、September 2024.38%27%20%5%3%2%2%1%Other concern3%Base:486490Source:PwC,2024 Annual Corporate Directors Survey,September 2024.Our board has implemented an approach to overseeing theopportunities and risks associated with the companys use ofAI and GenAI(e.g.,reporting frequency,committee allocation)Ou

107、r board receives sufficient education on AI and GenAItrends and developmentsOur board spends a sufficient amount of time understandingthe impact of GenAI on our companyOur board has the skills needed to oversee the companysAI and GenAI strategyOur board receives sufficient information from managemen

108、ton the companys response to the risks associated with theuse of AI and GenAIOur board receives sufficient information from management on thecompanys planned response to AI and GenAI opportunitiesOur management team has the skills needed to execute thecompanys AI and GenAI strategy6%53%16%13%40%11%1

109、3%11%34%44%11%10%10%39%38%13%10%42%38%8%35%37%20%37%13%38%36%26%SomewhatNot very muchVery muchNot at allAI and GenAI10.To what extent do you agree with the following regarding AI and GenAI?Base:484Source:PwC,2024 Annual Corporate Directors Survey,September 2024.26%43%21%17%11%9%8%8%7%6%4%4%3%None of

110、 the aboveDirectors who are hypercritical oftheir peersNarrow thinking in a crisisDirectors who are socially insensitivetowards their peersWeak board leadershipExcessive deference to directors withspecific expertiseExcessive deference to long-tenureddirectorsReluctance to change course strategically

111、when neededOverly collegial atmosphereExcessive deference to executivesReluctance to challenge the status quoor voice a dissenting viewDirectors who dominate the discussionDirectors who do not actively participatein the dialogueBoard culture12.Which of the following have you observed in your company

112、s boardroom?(select all that apply)25PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findings13.How effective do you believe your board is a

113、t the following?Seeking ongoing education to enhanceneeded skills or expertiseMaintaining open communication withkey stakeholders,including shareholdersDeveloping relationships withsenior leaders outside of the boardroomActing as mentors and advisorsto the executive teamProviding strategic guidance

114、and visionRequesting the right informationfrom managementOverseeing management conductProviding feedback on managementpresentations and reportingDevoting adequatetime to important agenda itemsEngaging in thoughtfulrisk assessment and oversightUnderstanding the oversight role of theboard versus the r

115、ole of management1%1%1%1%Base:474483Source:PwC,2024 Annual Corporate Directors Survey,September 2024.69%23%34%61%60%35%5%8%35%57%52%43%4%6%41%52%45%39%32%28%45%5%3%22%54%21%21%49%46%13%2%2%17%49%2%6%6%5%Somewhat effectiveNot very effectiveNot at all effectiveVery effectiveNone of the aboveSignifican

116、tly modified business strategyAdded a director suggested by anactivist shareholderIncreased share buybacks/issuedspecial dividendChanged board compositionUsed a stock-monitoring service to receiveregular updates on ownership changesRevised executive compensation structuresReviewed areas of weakness

117、in companystrategy that could be targeted by activistsEngaged a third party to advise the boardon potential activismRegularly communicated with thecompanys largest investorsBase:482Source:PwC,2024 Annual Corporate Directors Survey,September 2024.45%30%29%28%26%24%23%12%6%6%Shareholder communication1

118、4.During the last 12 months,has your board done any of the following related to actual or potential shareholder activism?(selectall that apply)26PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard dive

119、rsity ESGShareholder activismCorporate cultureSurvey findingsBase:477Source:PwC,2024 Annual Corporate Directors Survey,September 2024.OtherProduct/service qualitySustainabilityClimateAI and GenAISupply chainCorporate cultureReputationalCompliance/regulatoryTalentOperationalIT/data privacy/cybersecur

120、ityFinancial performanceStrategic/disruptive32%17%15%10%8%5%2%1%1%1%1%1%1%32%5%Base:475Source:PwC,2024 Annual Corporate Directors Survey,September 2024.46%31%18%13%13%10%5%4%32%OtherInadequate reporting from managementLack of communication frommanagement about itLack of board knowledge about the top

121、icLack of confidence in managementsability to manage the riskOverconfidence from managementStrong competition in the marketRapid evolution of the risk areaStrategy and risk15a.What is the single greatest risk that keeps you up at night as a board member?(select one)15b.What concerns you about this r

122、isk you selected in Q15a?(select all that apply)16.How concerned are you with the impact of the following social and/or political issues on your company?Base:471479Source:PwC,2024 Annual Corporate Directors Survey,September 2024.Inequality of economic opportunityIncome inequality in the USChanging s

123、ocietal views on diversity,equity and inclusion initiativesAbility of the US educationalsystem to prepare the future workforceRapid pace of technological changeLack of cohesive US immigration policyPolitical divisiveness in the US44%29%25%55%18%2%30%32%9%5%39%24%11%16%15%41%36%8%42%32%9%40%35%14%32%

124、31%22%3%Somewhat concernedNot very concernedVery concernedNot at all concerned17.Which board committee has primary responsibility for overseeing the following risks?Audit committeeNominating/governance committeeCompensation committeeRisk committeeCyber/technology committeeESG/sustainability committe

125、eFull boardOtherCybersecurity59%2%0%13%9%0%17%0%Data privacy54%3%0%16%7%1%18%2%Enterprise risk management45%4%0%19%1%1%29%0%Technology21%0%0%9%14%1%52%3%Emerging technology(e.g.,AI or GenAI)17%1%0%9%11%1%57%3%Climate8%32%0%6%0%14%33%7%ESG/sustainability7%41%1%3%0%15%29%5%Talent/human capital1%11%59%

126、1%0%1%24%2%Base:468-479 Source:PwC,2024 Annual Corporate Directors Survey,September 2024.27PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey f

127、indingsCybersecurity18.Within the last 12 months,has your board taken any of the following actions related to cybersecurity?(select all that apply)Increased agenda time allotted to cybersecuritySought additional upskilling related to cybersecurityMet with management to discuss the process for determ

128、ining materiality related to a cyber breach/incidentUpdated disclosures related to the boards oversight of cybersecurityEngaged third-party experts to help the board oversee cybersecurity riskAdded private sessions with the CISO(or other executive in charge of information security)Added a new board

129、member with cybersecurity expertiseReallocated cybersecurity oversight to a new or different committee(or the full board)Participated in a tabletop exercise to test incident response readinessIncreased the frequency of meetings with the CISO(or other executive in charge of information security)Base:

130、435Source:PwC,2024 Annual Corporate Directors Survey,September 2024.64%42%41%33%29%22%13%13%40%31%20.In the last 12 months,how often has your board discussed the following ESG issues?TwiceOnceAt every meetingNot at allCarbon emissionsEnhanced voluntary disclosureClimate changeCompany stance on socia

131、l issuesCorporate political activityEnvironmental remediationHuman rightsResource scarcityData securityTalent management57%20%17%40%51%71%50%5%5%58%16%22%24%21%15%15%24%23%21%20%19%7%7%15%19%3%10%16%20%19%11%55%32%7%64%27%5%26%33%48%7%Base:457468Source:PwC,2024 Annual Corporate Directors Survey,Sept

132、ember 2024.Base:469Source:PwC,2024 Annual Corporate Directors Survey,September 2024.ESG means different things to different peopleESG is understood consistently by the directors on my boardESG has become a charged term and is no longer valuableESG is about political correctnessESG is a distraction f

133、rom working on more important topicsESG helps our board focus on the topics that matter to strategy executionESG means the same thing as sustainabilityNone of the aboveESG gets in the way of discussing the most important issues companies faceESG makes a difference to my companys bottom line66%42%34%

134、22%15%14%7%3%24%22%ESG19.With which of the following statements regarding ESG do you agree?(select all that apply)28PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activism

135、Corporate cultureSurvey findings 10%11%14%47%55%57%4%Our board is sufficiently prepared to oversee forthcoming mandatoryESG disclosuresESG issues are a part of your boards enterprise risk managementdiscussionsOur board needs more reporting on ESG-related measuresOur board should have a standing comm

136、ittee dedicated to ESG issuesESG issues are regularly a part of your boards agendaOversight of ESG poses capacity challenges for our audit committeeOur board should have a more defined process for ESG oversight Base:451Source:PwC,2024 Annual Corporate Directors Survey,September 2024.21.With which of

137、 the following statements do you agree about ESG issues?(select all that apply)SomewhatVery muchNot very muchNot at all Base:458471Source:PwC,2024 Annual Corporate Directors Survey,September 2024.Reducing the impact of climate change is a priority even if it impacts short-term financial performanceF

138、ocus on climate change is overly time-and cost-intensiveFocus on climate change should be a priority for company managementWe know how our climate commitments impact our capitalallocation decisionsWe receive sufficient information about the companys carbon reduction commitments36%36%32%24%30%22%32%1

139、5%12%29%8%26%36%15%24%28%32%14%19%20%21%22.To what extent do you agree with the following statements regarding climate change and your companys climate strategy?Base:450454Source:PwC,2024 Annual Corporate Directors Survey,September 2024.Incentive compensation targets that are quantitatively tied to

140、sustainability measuresMore aggressive oversight of the compensation consultantGreater board discretion in determining executive compensation outcomesIncentive compensation performance ranges that are more difficult to achieve(e.g.,maximum performance should be rarely attained)An increased quantitat

141、ive approach to determining compensation outcomesExecutive clawback provisions based on more than just restatements(e.g.,executive misconduct)NoYesAlready adopted38%44%18%38%45%17%36%28%36%34%32%35%26%31%43%17%23%60%Executive compensation23.Would your board compensation committee consider adopting a

142、ny of the following?29PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate cultureSurvey findingsEmployee turnover statisticsEmployee engagement survey results

143、Intuition/gut feeling from interacting with managementAttrition rate of high performers versus total attritionCustomer service/satisfaction survey resultsExit interview debriefs360-degree feedback results for executivesSummary of external pressOtherSummary of social media commentsCode of conduct tra

144、ining resultsNumber of customer complaints/trendsBase:460Source:PwC,2024 Annual Corporate Directors Survey,September 2024.76%75%59%55%39%37%30%29%25%11%7%6%Corporate culture24.Which of the following do you use to evaluate your companys corporate culture?(select all that apply)Base:457462Source:PwC,2

145、024 Annual Corporate Directors Survey,September 2024.Identify candidates for CEO successionLeverage the benefits of board diversityProvide input on the companys positionon relevant social issuesRemove underperforming directorsEngage with shareholdersAssess its own performanceIdentify diverse candida

146、tesGuide the company through a crisisConsider and balance stakeholdersconcernsAssess CEO performanceMake decisions consistent with thecompanys purpose and values82%76%69%55%52%52%48%48%34%33%72%16%2%2%3%2%2%3%3%4%6%7%2%8%10%11%10%10%17%22%20%28%36%36%35%40%38%43%38%SomewhatVery muchNot very much Not

147、 at all1%1%1%1%25%The broader environment25.How confident are you in your boards ability to effectively:30PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareholder activismCorporate

148、cultureSurvey findingsDemographics61655160717576 or older415040 and under667029%26%15%5%23%1%2%Base:458 Source:PwC,2024 Annual Corporate Directors Survey,September 2024.29%18%22%18%13%Less than$500 million$500 million to$1 billion$1 billion to$5 billion$5 billion to$10 billionMore than$10 billionBas

149、e:456Source:PwC,2024 Annual Corporate Directors Survey,September 2024.What is your gender?OtherPrefer not to sayNon-binary:1%MaleFemale65%32%3%1%Base:458Source:PwC,2024 Annual Corporate Directors Survey,September 2024.Your age is:What are the annual revenues of the largest company on whose board you

150、 serve?NoYes93%7%Base:458Source:PwC,2024 Annual Corporate Directors Survey,September 2024.Which of the following best describes that companys industry?(select only one)Are you a new corporate board member?Base:459Source:PwC,2024 Annual Corporate Directors Survey,September 2024.More than10 years610 y

151、earsLess than one year35 years12 years30%28%30%10%2%How long have you served on this board?19%8%10%26%11%13%12%Financial servicesEnergy,utilities and resourcesConsumer marketsOtherTechnology,media andtelecommunications Industrial productsBase:459Source:PwC,2024 Annual Corporate Directors Survey,Sept

152、ember 2024.Health industriesOn which committees do you serve?(select all that apply)54%11%9%66%18%51%Audit committeeCompensation committeeRisk committeeCybersecurity/tech/digital committee Nominating/governance committeeBase:435Source:PwC,2024 Annual Corporate Directors Survey,September 2024.ESG/sus

153、tainabilitycommittee19%Other committeeWhich of the following describes that boards leadership structure?On how many public company boards do you currently serve?Non-executive independent chairOther54%32%8%6%Base:459Source:PwC,2024 Annual Corporate Directors Survey,September 2024.CEO chair CEO chair

154、with lead independent director33%8%55%Base:455Source:PwC,2024 Annual Corporate Directors Survey,September 2024.FourOneThreeTwo3%31PwCs 2024 Annual Corporate Directors SurveyIntroductionKey findingsBoard refreshmentSocial and public policyAI and generative AIBoard compositionBoard diversity ESGShareh

155、older activismCorporate cultureSurvey findingsAbout the surveyPwCs Annual Corporate Directors Survey has gauged the views of public company directors from across the United States on a variety of corporate governance matters for more than 15 years.In 2024,527 directors participated in our survey.The

156、 respondents represent companies across several industries,69%of which have annual revenues of more than$1 billion.Sixty-five percent(65%)of the respondents were men and 32%were women.Board tenure varied,but 58%of respondents have served on their board for more than five years.How PwC can helpTo hav

157、e a deeper discussion about how these topics might impact your business,please contact your engagement partner or a member of PwCs Governance Insights Center.Ray Garcia Leader,Governance Insights Center Paul DeNicola Principal,Governance Insights Center Catie Hall Director,Governance Insights Center

158、 The authors would like to recognize Nicholas Bochna for his contributions to this report.2024 PwC.All rights reserved.PwC refers to the PwC network and/or one or more of its member firms,each of which 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.2181773-2024 DvL